Common use of Report on Assessment of Compliance and Attestation Clause in Contracts

Report on Assessment of Compliance and Attestation. (i) On or before March 5 of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser and any Depositor a report regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement; (B) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 31st of each calendar year, commencing in 20072015, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer Authorized Officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Certification in the form attached hereto as Exhibit A; provided that such certification delivered by Attachment A on behalf of the Company may not be filed as an exhibit to, or included in, any filing Issuer with the Commission, unless required by applicable lawrespect to a securitization transaction. The Company Administrator acknowledges that the party parties identified in clause clauses (i)(Da)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause clauses in signing a Sarbanes Certification and filing such with the Commission. . The Administrator, on behalf of the Issuer, will not be required to deliver the items in clauses (a)(i), (ii) Each assessment of compliance provided by a Subservicer pursuant and (iii) above unless the Depositor is required under the Exchange Act to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified file an annual report on a certification substantially in the form of Exhibit A hereto delivered Form 10-K with respect to the Purchaser concurrently Trust Student Loans with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior respect to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)calendar year.

Report on Assessment of Compliance and Attestation. (i) On or before March 5 15 of each calendar year, commencing in 20072008, the Company Servicer shall: (A) : deliver to the Purchaser Owner and any Depositor a report (in form and substance reasonably satisfactory to the Owner and such Depositor) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser Owner and such Depositor and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A 10 hereto delivered to the Purchaser Owner concurrently with the execution of this Agreement; (B) ; deliver to the Purchaser Owner and any Depositor a report of a registered public accounting firm reasonably acceptable to the Owner and such Depositor that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) ; cause each Subservicer Subservicer, and each Subcontractor determined by the Company pursuant to Section 2(f)(ii14.06(b) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser Owner and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)14.05; and (D) and deliver to the PurchaserOwner, any Depositor or and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law9. The Company Servicer acknowledges that the party parties identified in clause (i)(Dthis Section 14.05(a)(iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. . Neither the Owner nor any Depositor will request delivery of a certification under this Section 14.05(a)(iv) unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. The Servicer acknowledges that the parties identified in clause (iia)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Owner nor any Depositor will request delivery of a certification under clause (a)(iv) above, unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A14.05(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A 10 hereto delivered to the Purchaser Owner concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C14.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 2(f)14.06.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 31st of each calendar year, commencing in 20072014, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer Authorized Officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Certification in the form attached hereto as Exhibit A; provided that such certification delivered by Attachment A on behalf of the Company may not be filed as an exhibit to, or included in, any filing Issuer with the Commission, unless required by applicable lawrespect to a securitization transaction. The Company Administrator acknowledges that the party parties identified in clause clauses (i)(Da)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause clauses in signing a Sarbanes Certification and filing such with the Commission. . The Administrator, on behalf of the Issuer, will not be required to deliver the items in clauses (a)(i), (ii) Each assessment of compliance provided by a Subservicer pursuant and (iii) above unless the Depositor is required under the Exchange Act to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified file an annual report on a certification substantially in the form of Exhibit A hereto delivered Form 10-K with respect to the Purchaser concurrently Trust Student Loans with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior respect to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)calendar year.

Report on Assessment of Compliance and Attestation. (i) On The Company shall using best reasonable efforts on or before March 5 1, but in no event later than March 15, of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser and any Depositor a report regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A B hereto delivered to the Purchaser concurrently with the execution of this Agreement; (B) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) if requested in writing by the Purchaser or any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit toPROVIDED THAT SUCH BACK-UP CERTIFICATION DELIVERED BY THE COMPANY SHALL NOT BE FILED AS AN EXHIBIT TO, or included inOR INCLUDED IN, any filing with the Commission, unless required by applicable lawANY FILING WITH THE COMMISSION UNLESS REQUIRED BY APPLICABLE LAW OR INTERPRETIVE GUIDANCE PROVIDED BY THE COMMISSION OR ITS STAFF. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser nor any Depositor will request delivery of a certification under clause (i)(D) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A B hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 31st of each calendar year, commencing in 20072013, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer Authorized Officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Certification in the form attached hereto as Exhibit A; provided that such certification delivered by Attachment A on behalf of the Company may not be filed as an exhibit to, or included in, any filing Issuer with the Commission, unless required by applicable lawrespect to a securitization transaction. The Company Administrator acknowledges that the party parties identified in clause clauses (i)(Da)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause clauses in signing a Sarbanes Certification and filing such with the Commission. . The Administrator, on behalf of the Issuer, will not be required to deliver the items in clauses (a)(i), (ii) Each assessment of compliance provided by a Subservicer pursuant and (iii) above unless the Depositor is required under the Exchange Act to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified file an annual report on a certification substantially in the form of Exhibit A hereto delivered Form 10-K with respect to the Purchaser concurrently Trust Student Loans with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior respect to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)calendar year.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1 of each calendar year, commencing in 2007, the Company Seller shall: (Ai) deliver to the Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser) regarding the CompanySeller’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the CompanySeller, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A 12 hereto delivered to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser that attests to, and reports on, the assessment of compliance made by the Company Seller and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Seller pursuant to Section 2(f)(iiSubsection 7.06(b) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) deliver to the Purchaser, Depositor or Purchaser and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law11. The Company Seller acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company Seller pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (iib) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(ASubsection 7.05(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A 12 hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(CSubsection 7.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Seller pursuant to Section 2(f)Subsection 7.06.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 31st of each calendar year, commencing in 20072012, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer Authorized Officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Certification in the form attached hereto as Exhibit A; provided that such certification delivered by Attachment A on behalf of the Company may not be filed as an exhibit to, or included in, any filing Issuer with the Commission, unless required by applicable lawrespect to a securitization transaction. The Company Administrator acknowledges that the party parties identified in clause clauses (i)(Da)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause clauses in signing a Sarbanes Certification and filing such with the Commission. . The Administrator, on behalf of the Issuer, will not be required to deliver the items in clauses (a)(i), (ii) Each assessment of compliance provided by a Subservicer pursuant and (iii) above unless the Depositor is required under the Exchange Act to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified file an annual report on a certification substantially in the form of Exhibit A hereto delivered Form 10-K with respect to the Purchaser concurrently Trust Student Loans with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior respect to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)calendar year.

Report on Assessment of Compliance and Attestation. (i) On or before March 5 15 of each calendar year, commencing in 2007March 15, 2014, the Company Trustee shall: (Aa) deliver to the Purchaser and any Depositor Transferor a report regarding the CompanyTrustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Transferor and signed by an authorized officer of the CompanyTrustee, and shall address each of the applicable Servicing Criteria specified on a certification substantially in Exhibit I or such criteria as mutually agreed upon by the form of Exhibit A hereto delivered to Transferor and the Purchaser concurrently with the execution of this AgreementTrustee; (Bb) deliver to the Purchaser and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Transferor that attests to, and reports on, the assessment of compliance made by the Company Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Dc) deliver to the Purchaser, Depositor or Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer the Trust, Cabela’s Credit Card Master Note Trust or the Transferor with respect to a Securitization Transaction a certification substantially in the form attached hereto as Exhibit A; provided that J or such certification delivered form as mutually agreed upon by the Company may not be filed as an exhibit to, or included in, any filing with Transferor and the Commission, unless required by applicable lawTrustee. The Company Trustee acknowledges that the party parties identified in clause (i)(Dc) above may rely on the certification provided by the Company Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 10 of each calendar year, commencing in 2007, the Company Seller shall: (Ai) deliver to the Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser and such Depositor; provided, however, that such report may be in the form customarily provided by the Seller, and need not be customized for the Purchaser, such master servicer or such Depositor) regarding the Company’s Seller's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 13a 18 and 15d-18 15d 18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the CompanySeller, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A 12 hereto delivered to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser and such Depositor that attests to, and reports on, the assessment of compliance made by the Company Seller and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-1 02(a)(3) and 2-2 02(g) of Regulation S-S X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Company pursuant to Section 2(f)(ii13.06(b) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) deliver to the Purchaser, any Depositor or and any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d13a 14(d) and 15d-14(d15d 14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Sarbanes Oxley Act of 2002) on behalf of an asset-asset backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law11. The Company Seller acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company Seller pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser nor any Depositor will request delivery of a certification under clause (a)(iv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (iib) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A13.05(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A 10 hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C13.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Seller pursuant to Section 2(f)13.06.

Report on Assessment of Compliance and Attestation. (i) On or before March 5 15 of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser and any Depositor a report regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement; (B) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit ATransaction; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1st of each calendar year, commencing in 2007, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer the Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment A. The Company Administrator acknowledges that the party parties identified in clause (i)(Da)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each . The Administrator, on behalf of the applicable Servicing Criteria specified on a certification substantially in the form Issuer, will not request delivery of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by reports, attestations or certification, as applicable under clause (a) above unless the Company pursuant Issuer is required under the Exchange Act to Section 2(f)file an annual report on Form 10-K for such calendar year.

Report on Assessment of Compliance and Attestation. (i) On or before March 5 1 of each calendar year, commencing in 2007, the Company Trustee shall: (Ai) deliver to the Purchaser and any Depositor Transferor a report regarding the CompanyTrustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Transferor and signed by an authorized officer of the CompanyTrustee, and shall address each of the applicable Servicing Criteria specified on a certification substantially in Exhibit K or such criteria as mutually agreed upon by the form of Exhibit A hereto delivered to Transferor and the Purchaser concurrently with the execution of this AgreementTrustee; (Bii) deliver to the Purchaser and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Transferor that attests to, and reports on, the assessment of compliance made by the Company Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) deliver to the Purchaser, Depositor or Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an assetthe Trust, Capital One Multi-backed issuer asset Execution Trust or the Transferor with respect to a Securitization Transaction a certification substantially in the form attached hereto as Exhibit A; provided that J or such certification delivered form as mutually agreed upon by the Company may not be filed as an exhibit to, or included in, any filing with Transferor and the Commission, unless required by applicable lawTrustee. The Company Trustee acknowledges that the party parties identified in clause (i)(Diii) above may rely on the certification provided by the Company Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).

Report on Assessment of Compliance and Attestation. (i) On or before March 5 of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser and any Depositor a report regarding the Company’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto (wherein "investor" shall mean the Master Servicer) delivered to the Purchaser concurrently with the execution of this Agreement; (B) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) if required by Regulation AB, cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “"Participating Entity”"), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (iA) and (iiB) of this Section 2(e2(e)(i); and (D) deliver or, if required by Regulation AB, cause each Subservicer and Subcontractor described in Section 2(e)(i)(C) above to deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification certification, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit AB; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser nor any Depositor will request deliver of a certification under clause (D) above unless the Purchaser, Depositor or any other Person is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f). (iii) If reasonably requested by the Purchaser or any Depositor, the Company shall provide to the Purchaser, any Master Servicer or any Depositor, evidence of the authorization of the person signing any certification or statement pursuant to Section 2(d) or 2(e) of this Agreement.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 20th of each calendar year, commencing in 20072010, the Company Servicer shall: (A1) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Company’s Servicer's assessment of compliance with the Applicable Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer Authorized Officer of the CompanyServicer, and shall address each of the applicable Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment F attached to the Purchaser concurrently with the execution of this Agreement; (B2) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C3) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that “participates be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i1) and (ii2) of this Section 2(e)Section; and (D4) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment E. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(4) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Xxxxxxxx-Xxxxx Certification and filing such with the Commission. (ii) . The Issuer will not request delivery of the reports, attestations or certifications, as applicable, under clause A above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K for the related calendar year. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Applicable Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (i) On or before March 5 of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser and any Depositor a report regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto (wherein “investor” shall mean the Master Servicer) delivered to the Purchaser concurrently with the execution of this Agreement; (B) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) if required by Regulation AB, cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (iA) and (iiB) of this Section 2(e2(e)(i); and (D) deliver or, if required by Regulation AB, cause each Subservicer and Subcontractor described in Section 2(e)(i)(C) above to deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification certification, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit AB; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser nor any Depositor will request deliver of a certification under clause (D) above unless the Purchaser, Depositor or any other Person is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f). (iii) If reasonably requested by the Purchaser or any Depositor, the Company shall provide to the Purchaser, any Master Servicer or any Depositor, evidence of the authorization of the person signing any certification or statement pursuant to Section 2(d) or 2(e) of this Agreement.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment E attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment F. The Company Servicer acknowledges that the party parties identified in sub-clause (i)(DA.(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the reports, attestations or certifications, as applicable under clause A above with respect to any calendar year unless the Issuer is required under the Exchange Act to file an annual report on Form 10-K for the related calendar year. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 20072009, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment C attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 20072010, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment C attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 20072009, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment C attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;; Servicing Agreement (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).Servicer and the Issuer on the date of such appointment. Servicing Agreement

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 December 31st of each calendar year, commencing in 20072006, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Company’s Administrator's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) if requested by the Administrator, on behalf of the Issuer, not later than December 31st of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Certification in the form attached hereto as Exhibit A; provided that such certification delivered by Attachment A on behalf of the Company may not be filed as an exhibit to, or included in, any filing Issuer with the Commission, unless required by applicable lawrespect to a securitization transaction. The Company Administrator acknowledges that the party parties identified in this clause (i)(Da)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each . The Administrator, on behalf of the applicable Servicing Criteria specified on Issuer, will not request delivery of a certification substantially in under this clause unless the form of Exhibit A hereto delivered Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Trust Student Loans.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 15 of each calendar year, commencing in 2007, the Company shall: (Ai) deliver to the Purchaser and any Depositor a report regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A B hereto delivered to the Purchaser concurrently with the execution of this AgreementReg AB Addendum; (Bii) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Company pursuant to Section 2(f)(ii2.06(b) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) deliver to the Purchaser, any Depositor or and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. A. The Company acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser nor any Depositor will request delivery of a certification under clause (a)(iv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (iib) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A2.05(a)(iii) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A B hereto delivered to the Purchaser concurrently with the execution of this Agreement Reg AB Addendum or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C2.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)2.06.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 20th of each calendar year, commencing in 20072008, the Company Servicer shall: (A1) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Company’s Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment E attached to the Purchaser concurrently with the execution of this Agreement; (B2) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C3) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that “participates be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i1) and (ii2) of this Section 2(e)Section; and (D4) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment E. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(4) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Xxxxxxxx-Xxxxx Certification and filing such with the Commission. (ii) . The Issuer will not request delivery of the reports, attestations or certifications, as applicable, under clause A above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K for the related calendar year. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 5th of each calendar year, commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser Owner, any Master Servicer and any Depositor a report regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser Owner and such Depositor and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in Exhibit 13 hereto (wherein “Investor” shall mean the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement“Master Servicer”); (Bii) deliver to the Purchaser Owner, any Master Servicer and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Securities Exchange Act; (Ciii) if required pursuant to Regulation AB, cause each Subservicer Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 2(f)(ii4.11(b) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser Owner, Master Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (D) deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (iib) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A4.10(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in Exhibit 13 hereto (wherein “Investor” shall mean the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement “Master Servicer”) or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C4.10(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 2(f)4.11. If reasonably requested by the Owner, the Servicer shall provide to the Owner or any Master Servicer evidence of the authorization of the person signing the certificate or statement provided pursuant to Section 4.04, Section 4.06 and Section 4.10(a)and 4.10(b) of this Agreement.

Report on Assessment of Compliance and Attestation. (i) On or before March 5 of each calendar year, commencing in 20072008, the Company Countrywide shall: (A) deliver to the Purchaser Master Servicer and any the Depositor a report regarding the CompanyCountrywide’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser Master Servicer and such the Depositor and signed by an authorized officer of the CompanyCountrywide, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to (wherein “Investor” shall mean the Purchaser concurrently with the execution of this AgreementMaster Servicer); (B) deliver to the Purchaser Master Servicer and any the Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company Countrywide and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) if required by Regulation AB, cause each Subservicer and each Subcontractor determined by Countrywide pursuant to Section 2(f)(ii) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser Master Servicer and any the Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) deliver, or, if required by Regulation AB, cause each Subservicer and Participating Entity to deliver to the PurchaserMaster Servicer, the Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to the Issuing Entity a Securitization Transaction a certification certification, signed by the appropriate officer of Countrywide, in the form attached hereto as Exhibit AB; provided that such certification delivered by the Company Countrywide may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company Countrywide acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company Countrywide pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto (wherein “investor” shall mean the Master Servicer) delivered to the Purchaser Master Servicer and the Depositor concurrently with the execution of this the Pooling and Servicing Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company Countrywide pursuant to Section 2(f). If reasonably requested by the Master Servicer or the Depositor, Countrywide shall provide to the Master Servicer or the Depositor, evidence of the authorization of the person signing the certificate or statement provided pursuant to Section 2(d) and 2(e) of this Addendum.

Report on Assessment of Compliance and Attestation. (i) On or before March 5 of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser Purchaser, the Master Servicer and any the Depositor a report regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to (wherein “Investor” shall mean the Purchaser concurrently with the execution of this AgreementMaster Servicer); (B) deliver to the Purchaser Purchaser, the Master Servicer and any the Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) if required by Regulation AB, cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser Purchaser, the Master Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) deliver or cause each Subservicer and Subcontractor described in Section 2(e)(i)(C) above to deliver to the Purchaser, the Master Servicer, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Transaction, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit AB; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to (wherein “Investor” shall mean the Purchaser concurrently with the execution of this Agreement Master Servicer) or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f). If reasonably requested by the Purchaser, the Depositor, or the Master Servicer, the Company shall provide to the Purchaser, the Depositor, or the Master Servicer, evidence of the authorization of the person signing the certification or statement provided pursuant to Section 2(d) and 2(e) of this Amendment Reg AB.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 15 of each calendar year, commencing in 2007, the Company shall: (Ai) deliver to the Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser and such Depositor; provided, however, that such report may be in the form customarily provided by the Company, and need not be customized for the Purchaser or such Depositor) regarding the Company’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A B-1 hereto delivered to the Purchaser concurrently with the execution of this AgreementReg AB Addendum; (Bii) deliver to the Purchaser and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser and such Depositor that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Company pursuant to Section 2(f)(ii2.06(b) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) deliver, and cause each Subservicer and Subcontractor described in clause (iii) above, to deliver to the Purchaser, any Depositor or and any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with xxxxxx xxxx respect to a Securitization Transaction a certification certification, signed by an appropriate officer of the Company, in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. A-1 The Company acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (iib) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A2.05(a)(iii) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A B-1 hereto delivered to the Purchaser concurrently with the execution of this Agreement Reg AB Addendum or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C2.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)2.06.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment C attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an Issuing Entity whose asset pool includes the Trust Student Loans. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1 of each calendar year, commencing in 2007, the Company Seller shall: (Ai) deliver to the Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser) regarding the Company’s Seller's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the CompanySeller, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A 12 hereto delivered to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser that attests to, and reports on, the assessment of compliance made by the Company Seller and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Seller pursuant to Section 2(f)(iiSubsection 7.06(b) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) deliver to the Purchaser, Depositor or Purchaser and any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect isxxxx xxxx xxxxect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law11. The Company Seller acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company Seller pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (iib) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(ASubsection 7.05(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A 12 hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(CSubsection 7.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Seller pursuant to Section 2(f)Subsection 7.06.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1st of each calendar year, commencing in 20072010, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer Authorized Officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Certification in the form attached hereto as Exhibit A; provided that such certification delivered by Attachment A on behalf of the Company may not be filed as an exhibit to, or included in, any filing Issuer with the Commission, unless required by applicable lawrespect to a securitization transaction. The Company Administrator acknowledges that the party parties identified in clause clauses (i)(Da)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. . The Administrator, on behalf of the Issuer, will not request delivery of a certification under clauses (a)(i) and (ii) Each assessment of compliance provided by a Subservicer pursuant above unless the Depositor is required under the Exchange Act to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified file an annual report on a certification substantially in the form of Exhibit A hereto delivered Form 10-K with respect to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Trust Student Loans.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 20th of each calendar year, commencing in 20072009, the Company Servicer shall: (A1) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Company’s Servicer's assessment of compliance with the Applicable Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer Authorized Officer of the CompanyServicer, and shall address each of the applicable Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment E attached to the Purchaser concurrently with the execution of this Agreement; (B2) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C3) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that “participates be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i1) and (ii2) of this Section 2(e)Section; and (D4) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment E. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(4) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Xxxxxxxx-Xxxxx Certification and filing such with the Commission. (ii) . The Issuer will not request delivery of the reports, attestations or certifications, as applicable, under clause A above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K for the related calendar year. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Applicable Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment C attached to the Purchaser concurrently with the execution of this Agreement;; Servicing Agreement (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an Issuing Entity whose asset pool includes the Trust Student Loans. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).Servicer and the Issuer on the date of such appointment. Servicing Agreement

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 20072008, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment C attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (i) On or before March 5 15 of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser and any Depositor a report regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A B hereto delivered to the Purchaser concurrently with the execution of this Agreement; (B) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A B hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1st of each calendar year, commencing in 2007, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement;; Administration Agreement (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Certification in the form attached hereto as Exhibit A; provided that such certification delivered by Attachment A on behalf of the Company may not be filed as an exhibit to, or included in, any filing Issuer with the Commission, unless required by applicable lawrespect to a securitization transaction. The Company Administrator acknowledges that the party parties identified in clause (i)(Da)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each . The Administrator, on behalf of the applicable Servicing Criteria specified on Issuer, will not request delivery of a certification substantially in under clause (a)(iii) above unless the form of Exhibit A hereto delivered Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointmentTrust Student Loans. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).Administration Agreement

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 20072008, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment C attached to the Purchaser concurrently with the execution of this Agreement;; Servicing Agreement (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).Servicer and the Issuer on the date of such appointment. Servicing Agreement

Report on Assessment of Compliance and Attestation. (i) On or before March 5 of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser Purchaser, the Master Servicer and any the Depositor a report regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered (wherein “Investor” shall be deemed to mean the Purchaser concurrently with Master Servicer on behalf of the execution of this Agreementtrust); (B) deliver to the Purchaser Purchaser, the Master Servicer and any the Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3102(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) if required by Regulation AB, cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser Purchaser, the Master Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) deliver and, if required by Regulation AB, cause each Subservicer and Subcontractor described in Section 2(e)(i)(C) above to deliver to the Purchaser, the Master Servicer, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached of Exhibit B hereto signed by an appropriate officer of the Company or such Subservicer or Subcontractor described in Section 2(e)(i)(C), as Exhibit Aapplicable; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f). If reasonably requested by the Purchaser or the Master Servicer, the Company shall provide to the Purchaser or the Master Servicer, evidence of the authorization of the person signing any certification or statement provided pursuant to Section 2(d) and 2(e) of this Amendment Reg AB.

Report on Assessment of Compliance and Attestation. (i) On With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on or before March 5 1st of each calendar year, commencing in 2007, the Company shall: (Ai) deliver to the Purchaser and any Depositor Master Servicer a report (in form and substance reasonably satisfactory to the Master Servicer) regarding the Company’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Master Servicer and signed by an authorized officer of the Company, and shall address each of the applicable "Applicable Servicing Criteria" specified on Exhibit I hereto (or those Servicing Criteria specified on otherwise mutually agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes Certification with respect to a certification substantially Securitization Transaction in the form response to evolving interpretations of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this AgreementRegulation AB); (Bii) deliver to the Purchaser and any Depositor Master Servicer a report of a registered public accounting firm reasonably acceptable to the Master Servicer that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Company pursuant to Section 2(f)(ii4.26(b) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) deliver deliver, and cause each Subservicer and each Subcontractor described in clause (iii) to deliver, to the Purchaser, Depositor or Master Servicer and any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification certification, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. G. The Company acknowledges that the party parties identified in clause (i)(Div) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. . Neither the Purchaser nor any Depositor will request delivery of a certification under clause (iiiv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A6.06(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A I hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)4.26." (n) Assignor, Assignee and the Company hereby delete Section 6.07 of the Agreement in its entirety and replace it with the following:

Report on Assessment of Compliance and Attestation. (i) On or before March 5 of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser and any Depositor a report regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto (wherein “investor” shall mean the Master Servicer) delivered to the Purchaser concurrently with the execution of this Agreement; (B) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) if required by Regulation AB, cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (iA) and (iiB) of this Section 2(e2(e)(i); and (D) deliver or, if required by Regulation AB, cause each Subservicer and Subcontractor described in Section 2(e)(i)(C) above to deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification certification, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit AB; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser nor any Depositor will request deliver of a certification under clause (D) above unless the Purchaser, Depositor or any other Person is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f). (iii) If reasonably requested by the Purchaser or any Depositor, the Company shall provide to the Purchaser, any Master Servicer or any Depositor, evidence of the authorization of the person signing any certification or statement pursuant to Section 2(d) or 2(e) of this Agreement.

Report on Assessment of Compliance and Attestation. (i) On or before March 5 10 of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser and any Depositor a report regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement; (B) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-2- 02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (eacheach such Subcontractor, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction Transaction, a certification certificate in the form attached hereto as of Exhibit AB hereto; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).

Report on Assessment of Compliance and Attestation. (i) On or before March 5 10 of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser and any Depositor a report regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement; (B) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (eacheach such Subcontractor, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction Transaction, a certification certificate in the form attached hereto as of Exhibit AB hereto; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).

Report on Assessment of Compliance and Attestation. (i) On or before March 5 of each calendar year, commencing in 20072008, the Company Countrywide shall: (A) deliver to the Purchaser Master Servicer and any the Depositor a report regarding the CompanyCountrywide’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser Master Servicer and such the Depositor and signed by an authorized officer of the CompanyCountrywide, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to (wherein “Investor” shall mean the Purchaser concurrently with the execution of this AgreementMaster Servicer); (B) deliver to the Purchaser Master Servicer and any the Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company Countrywide and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) if required by Regulation AB, cause each Subservicer and each Subcontractor determined by Countrywide pursuant to Section 2(f)(ii) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser Master Servicer and any the Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) deliver, or, if required by Regulation AB, cause each Subservicer and Participating Entity to deliver to the PurchaserMaster Servicer, the Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to the Issuing Entity a Securitization Transaction a certification certification, signed by the appropriate officer of Countrywide, in the form attached hereto as Exhibit AB; provided that such certification delivered by the Company Countrywide may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company Countrywide acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company Countrywide pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto (wherein “investor” shall mean the Master Servicer) delivered to the Purchaser Master Servicer and the Depositor concurrently with the execution of this the Pooling and Servicing Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company Countrywide pursuant to Section 2(f). If reasonably requested by the Master Servicer or the Depositor, Countrywide shall provide to the Master Servicer or the Depositor, evidence of the authorization of the person signing the certificate or statement provided pursuant to Section 2(d) and 2(e) of this Addendum.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1st of each calendar year, commencing in 20072008, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Certification in the form attached hereto as Exhibit A; provided that such certification delivered by Attachment A on behalf of the Company may not be filed as an exhibit to, or included in, any filing Issuer with the Commission, unless required by applicable lawrespect to a securitization transaction. The Company Administrator acknowledges that the party parties identified in clause (i)(Da)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each . The Administrator, on behalf of the applicable Servicing Criteria specified on Issuer, will not request delivery of a certification substantially in under clause (a)(iii) above unless the form of Exhibit A hereto delivered Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Trust Student Loans.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 15 of each calendar year, commencing in 2007, the Company shall: (Ai) deliver to the Purchaser and any Depositor a report regarding the Company’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A Schedule II hereto delivered to the Purchaser concurrently with the execution of this AgreementReg AB Addendum; (Bii) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Company pursuant to Section 2(f)(ii2.06(b) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) deliver to the Purchaser, any Depositor or and any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with xxxx respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Schedule I. The Company acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser nor any Depositor will request delivery of a certification under clause (a)(iv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (iib) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A2.05(a)(iii) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A Schedule II hereto delivered to the Purchaser concurrently with the execution of this Agreement Reg AB Addendum or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C2.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)2.06.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1st of each calendar year, commencing in 20072008, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Certification in the form attached hereto as Exhibit A; provided that such certification delivered by Attachment A on behalf of the Company may not be filed as an exhibit to, or included in, any filing Issuer with the Commission, unless required by applicable lawrespect to a securitization transaction. The Company Administrator acknowledges that the party parties identified in clause clauses (i)(Da)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. . The Administrator, on behalf of the Issuer, will not request delivery of a certification under clauses (a)(i) and (ii) Each assessment of compliance provided by a Subservicer pursuant above unless the Depositor is required under the Exchange Act to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified file an annual report on a certification substantially in the form of Exhibit A hereto delivered Form 10-K with respect to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointmentTrust Student Loans. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).Administration Agreement

Report on Assessment of Compliance and Attestation. (i) On The Company shall using best reasonable efforts on or before March 5 1, but in no event later than March 15, of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser and any Depositor a report regarding the Company’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this AgreementB hereto; (B) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “"Participating Entity”"), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) if requested in writing by the Purchaser or any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such back-up certification delivered by the Company may shall not be filed as an exhibit to, or included in, any filing with the Commission, Commission unless required by applicable lawlaw or interpretive guidance provided by the Commission or its staff. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser nor any Depositor will request delivery of a certification under clause (i)(D) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointmentB hereto. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).

Report on Assessment of Compliance and Attestation. (i) On The Company shall using best reasonable efforts on or before March 5 1, but in no event later than March 15, of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser and any Depositor a report regarding the Company’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A B hereto delivered to the Purchaser concurrently with the execution of this Agreement; (B) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “"Participating Entity”"), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) if requested in writing by the Purchaser or any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit toPROVIDED THAT SUCH BACK-UP CERTIFICATION DELIVERED BY THE COMPANY SHALL NOT BE FILED AS AN EXHIBIT TO, or included inOR INCLUDED IN, any filing with the Commission, unless required by applicable lawANY FILING WITH THE COMMISSION UNLESS REQUIRED BY APPLICABLE LAW OR INTERPRETIVE GUIDANCE PROVIDED BY THE COMMISSION OR ITS STAFF. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser nor any Depositor will request delivery of a certification under clause (i)(D) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A B hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).

Report on Assessment of Compliance and Attestation. (i) On or before March 5 1 of each calendar year, commencing in 2007, the Company shall: (Ai) deliver to the Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser and such Depositor) regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, Company and shall address each of the applicable “Applicable Servicing Criteria Criteria” specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this AgreementF hereto; (Bii) deliver to the Purchaser and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser and such Depositor that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor Subcontractor, determined by the Company pursuant to Section 2(f)(ii4.29(b) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any such Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)6.06; and (Div) if requested by the Purchaser and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Depositor or and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. G. The Company acknowledges that the party parties identified in clause (i)(Div) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. . Neither the Purchaser nor any Depositor will request delivery of a certification under clause (iiiv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A6.06(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A F hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)4.29.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 20th of each calendar year, commencing in 200720__, the Company Servicer shall: (A1) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Company’s Servicer's assessment of compliance with the Applicable Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer Authorized Officer of the CompanyServicer, and shall address each of the applicable Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment F attached to the Purchaser concurrently with the execution of this Agreement; (B2) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C3) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that “participates be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i1) and (ii2) of this Section 2(e)Section; and (D4) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment E. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(4) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Xxxxxxxx-Xxxxx Certification and filing such with the Commission. (ii) . The Issuer will not request delivery of the reports, attestations or certifications, as applicable, under clause A above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K for the related calendar year. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Applicable Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 20072008, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment E attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment F. The Company Servicer acknowledges that the party parties identified in sub-clause (i)(DA.(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the reports, attestations or certifications, as applicable under clause A above with respect to any calendar year unless the Issuer is required under the Exchange Act to file an annual report on Form 10-K for the related calendar year. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (i) On or before March 5 of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser Purchaser, the Master Servicer and any the Depositor a report regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to (wherein “Investor” shall mean the Purchaser concurrently with the execution of this AgreementMaster Servicer); (B) deliver to the Purchaser Purchaser, the Master Servicer and any the Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) if required by Regulation AB, cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser Purchaser, the Master Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) deliver and cause each Subservicer and Subcontractor described in Section 2(e)(i)(C) above to deliver to the Purchaser, the Master Servicer, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Transaction, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit AB; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company acknowledges that the party parties identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto (wherein “Investor” shall mean the Master Servicer) delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f). If reasonably requested by the Purchaser or the Master Servicer, the Company shall provide to the Purchaser or the Master Servicer, evidence of the authorization of the person signing the certificate or statement provided pursuant to Section 2(d) and 2(e) of this Amendment Reg AB.

Report on Assessment of Compliance and Attestation. (ia) On The Servicer shall on or before March 5 of each calendar year15, commencing in 2007, the Company shall2008: (Ai) deliver to the Purchaser Seller, the Trustee and any the Depositor a report regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A J hereto delivered to the Purchaser Seller concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Seller, the Trustee and any the Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; immediately upon receipt of such report, the Servicer shall, at its own expense, furnish a copy of such report to each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request, provided that such statement is delivered by the Servicer to the Trustee; (Ciii) cause each Subservicer Sub-Servicer, and each Subcontractor determined by the Servicer pursuant to Section 2(f)(ii12.06(b) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser Seller, the Trustee and any the Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Seller and the Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a backup certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable lawI-1. The Company Servicer acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Seller nor the Depositor will request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Certificates. (iib) Each assessment of compliance provided by a Subservicer Sub-Servicer pursuant to Section 2(e)(i)(A12.05(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A J hereto delivered to the Purchaser Seller concurrently with the execution of this Agreement or, in the case of a Subservicer Sub-Servicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C12.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 2(f)12.06.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment C attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Servicing Agreement Exchange Act to file an annual report on Form 10-K with respect to an Issuing Entity whose asset pool includes the Trust Student Loans. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).Servicer and the Issuer on the date of such appointment. Servicing Agreement

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1 of each calendar year, commencing in 2007, the Company Seller shall: (Ai) deliver to the Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser) regarding the CompanySeller’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the CompanySeller, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A 14 hereto delivered to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser that attests to, and reports on, the assessment of compliance made by the Company Seller and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Seller pursuant to Section 2(f)(ii20(b) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) if requested by the Purchaser not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Purchaser and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction Public Pass-Through Transfer a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law13. The Company Seller acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company Seller pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Purchaser shall not request delivery of a certification under clause (a)(iv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (iib) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A19(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A 14 hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C19(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Seller pursuant to Section 2(f)20.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment E attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an Issuing Entity whose asset pool includes the Trust Student Loans. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).Servicer and the Issuer on the date of such appointment. Servicing Agreement

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 20072011, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment C attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (i) On or before Not later than March 5 15 of each calendar year, commencing in 20072008, the Company Custodian shall: (Ai) deliver to the Purchaser Servicer, the Trustee and any the Depositor a report regarding the CompanyCustodian’s assessment of compliance with the applicable Servicing Criteria (as more fully discussed below), during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser Servicer, the Trustee and such the Depositor and signed by an authorized officer of the CompanyCustodian, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this AgreementCriteria; (Bii) deliver to the Purchaser Servicer, the Trustee and any the Depositor a report of a registered public accounting firm reasonably acceptable to the Servicer, the Trustee and the Depositor that attests to, and reports on, the assessment of compliance made by the Company Custodian and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserServicer, the Depositor or and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification substantially in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed 7 (or as an exhibit to, or included in, any filing with the Commission, unless required by applicable lawotherwise mutually agreed upon). The Company Custodian acknowledges that the party parties identified in clause (i)(Da)(iii) above may rely on the certification provided by the Company Custodian pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment . Neither the Servicer nor the Depositor will request delivery of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in under clause (a)(iii) above unless a Depositor is required under the form of Exhibit A hereto delivered Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Mortgage Loans.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 20072010, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment C attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;; Servicing Agreement (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).Servicer and the Issuer on the date of such appointment. Servicing Agreement

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1 of each calendar year, year commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser Seller, the Trustee and any the Depositor a report (in form and substance reasonably satisfactory to the Seller and the Depositor) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser Seller and such the Depositor and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A J hereto delivered to the Purchaser Seller concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Seller, the Trustee and any the Depositor a report of a registered public accounting firm reasonably acceptable to the Seller and the Depositor that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; immediately upon receipt of such report, the Servicer shall, at its own expense, furnish a copy of such report to the Trustee and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request, provided that such statement is delivered by the Servicer to the Trustee; (Ciii) cause each Subservicer Sub-Servicer, and each Subcontractor determined by the Servicer pursuant to Section 2(f)(ii12.06(b) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser Seller, the Trustee and any the Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) if requested by the Seller or the Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction the transactions contemplated by this Agreement, a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable lawI-1. The Company Servicer acknowledges that the party identified in clause (i)(D) above Depositor may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Seller nor the Depositor will request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (iib) Each assessment of compliance provided by a Subservicer Sub-Servicer pursuant to Section 2(e)(i)(A12.05(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A J hereto delivered to the Purchaser Seller concurrently with the execution of this Agreement or, in the case of a Subservicer Sub-Servicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C12.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 2(f)12.06.

Report on Assessment of Compliance and Attestation. (ia) On The Servicer shall on or before March 5 of each calendar year15, commencing in 2007, the Company shall: (Ai) deliver to the Purchaser Seller, the Trustee and any the Depositor a report regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A J-2 hereto delivered to the Purchaser Seller concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Seller, the Trustee and any the Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; immediately upon receipt of such report, the Servicer shall, at its own expense, furnish a copy of such report to each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request, provided that such statement is delivered by the Servicer to the Trustee; (Ciii) cause each Subservicer Sub-Servicer, and each Subcontractor determined by the Servicer pursuant to Section 2(f)(ii12.06(b) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser Seller, the Trustee and any the Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Seller and the Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a backup certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable lawI-1. The Company Servicer acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Seller nor the Depositor will request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Certificates. (iib) Each assessment of compliance provided by a Subservicer Sub-Servicer pursuant to Section 2(e)(i)(A12.05(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A J-2 hereto delivered to the Purchaser Seller concurrently with the execution of this Agreement or, in the case of a Subservicer Sub-Servicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C12.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 2(f)12.06.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1st of each calendar year, commencing in 2007, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 13a­18 and 15d-18 15d­18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement;Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(31­02(a)(3) and 2-02(g2­02(g) of Regulation S-X S­X under the Securities Act and the Exchange Act;Act; and (Ciii) cause each Subservicer and each Subcontractor pursuant if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (eachbe delivered, a “Participating Entity”), to deliver to the Purchaser Issuer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer the Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment A. The Company Administrator acknowledges that the party parties identified in clause (i)(Da)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each . The Administrator, on behalf of the Issuer, will not request delivery of any of the reports, attestations or certification, as applicable Servicing Criteria specified under clause (a) above unless the Issuer is required under the Exchange Act to file an annual report on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution Form 10­K for such calendar year. [Remainder of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)page intentionally left blank.] 38

Report on Assessment of Compliance and Attestation. (i) On or before March 5 of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser Purchaser, the Master Servicer and any the Depositor a report regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to (wherein “Investor” shall mean the Purchaser concurrently with the execution of this Agreement;Master Servicer) (B) deliver to the Purchaser Purchaser, the Master Servicer and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) if required by Regulation AB, cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser Purchaser, the Master Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) deliver, or, if required by Regulation AB, cause each Subservicer and Participating Entity to deliver to the Purchaser, the Master Servicer, Depositor or any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification certification, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit AB; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f). If reasonably requested by the Purchaser or the Master Servicer, the Company shall provide to the Purchaser or the Master Servicer, evidence of the authorization of the person signing the certificate or statement provided pursuant to Section 2(d) and 2(e) of this Amendment Reg AB.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1 of each calendar year, year commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser Seller, the Trustee and any the Depositor a report (in form and substance reasonably satisfactory to the Seller and the Depositor) regarding the Company’s Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser Seller and such the Depositor and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A J hereto delivered to the Purchaser Seller concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Seller, the Trustee and any the Depositor a report of a registered public accounting firm reasonably acceptable to the Seller and the Depositor that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; immediately upon receipt of such report, the Servicer shall, at its own expense, furnish a copy of such report to the Trustee and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request, provided that such statement is delivered by the Servicer to the Trustee; (Ciii) cause each Subservicer Sub-Servicer, and each Subcontractor determined by the Servicer pursuant to Section 2(f)(ii12.06(b) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser Seller, the Trustee and any the Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) if requested by the Seller or the Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on 138 behalf of an asset-backed issuer with respect to a Securitization Transaction the transactions contemplated by this Agreement, a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable lawI-1. The Company Servicer acknowledges that the party identified in clause (i)(D) above Depositor may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Seller nor the Depositor will request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (iib) Each assessment of compliance provided by a Subservicer Sub-Servicer pursuant to Section 2(e)(i)(A12.05(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A J hereto delivered to the Purchaser Seller concurrently with the execution of this Agreement or, in the case of a Subservicer Sub-Servicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C12.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 2(f)12.06.

Report on Assessment of Compliance and Attestation. (i) On With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on or before March 5 1st of each calendar year, commencing in 2007, the Company shall: (Ai) deliver to the Purchaser and any Depositor Master Servicer a report (in form and substance reasonably satisfactory to the Master Servicer) regarding the Company’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Master Servicer and signed by an authorized officer of the Company, and shall address each of the applicable "Applicable Servicing Criteria" specified on Exhibit I hereto (or those Servicing Criteria specified on otherwise mutually agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes Certification with respect to a certification substantially Securitization Transaction in the form response to evolving interpretations of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this AgreementRegulation AB); (Bii) deliver to the Purchaser and any Depositor Master Servicer a report of a registered public accounting firm reasonably acceptable to the Master Servicer that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Company pursuant to Section 2(f)(ii4.26(b) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) deliver deliver, and cause each Subservicer and each Subcontractor described in clause (iii) to deliver, to the Purchaser, Depositor or Master Servicer and any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect xxxx xxxxxxx to a Securitization Transaction a certification certification, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. G. The Company acknowledges that the party parties identified in clause (i)(Div) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. . Neither the Purchaser nor any Depositor will request delivery of a certification under clause (iiiv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A6.06(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A I hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)4.26." (p) Assignor, Assignee and the Company hereby amend the Agreement by adding the following new Section 6.07 to the Agreement:

Report on Assessment of Compliance and Attestation. (i) On or before March 5 15 of each calendar year, commencing in 2007, the Company shall: (A) deliver to the Purchaser and any Depositor a report regarding the Company’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A B hereto delivered to the Purchaser concurrently with the execution of this Agreement; (B) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor determined by the Company pursuant to Section 2(f)(ii) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “"Participating Entity”"), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (D) deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A B hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1 of each calendar year, commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser Seller, the Trustee and any the Depositor a report (in form and substance reasonably satisfactory to the Seller and the Depositor) regarding the Company’s Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser Seller and such the Depositor and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A J-2 hereto delivered to the Purchaser Seller concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Seller, the Trustee and any the Depositor a report of a registered public accounting firm reasonably acceptable to the Seller and the Depositor that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; immediately upon receipt of such report, the Servicer shall, at its own expense, furnish a copy of such report to the Trustee and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request, provided that such statement is delivered by the Servicer to the Trustee; (Ciii) cause each Subservicer Sub-Servicer, and each Subcontractor determined by the Servicer pursuant to Section 2(f)(ii12.06(b) that “participates to be "participating in the servicing function” " 138 within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser Seller, the Trustee and any the Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) if requested by the Seller or the Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserSeller, the Depositor or and any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction the transactions contemplated by this Agreement a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable lawI-1. The Company Servicer acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Seller nor the Depositor will request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (iib) Each assessment of compliance provided by a Subservicer Sub-Servicer pursuant to Section 2(e)(i)(A12.05(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A J-2 hereto delivered to the Purchaser Seller concurrently with the execution of this Agreement or, in the case of a Subservicer Sub-Servicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C12.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 2(f)12.06.

Report on Assessment of Compliance and Attestation. (i) On With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on or before March 5 1st of each calendar year, commencing in 20072008, the Company shall: (Ai) deliver to the Purchaser and any Depositor Master Servicer a report (in form and substance reasonably satisfactory to the Master Servicer) regarding the Company’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Master Servicer and signed by an authorized officer of the Company, and shall address each of the applicable "Applicable Servicing Criteria" specified on Exhibit I hereto (or those Servicing Criteria specified on otherwise mutually agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes Certification with respect to a certification substantially Securitization Transaction in the form response to evolving interpretations of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this AgreementRegulation AB); (Bii) deliver to the Purchaser and any Depositor Master Servicer a report of a registered public accounting firm reasonably acceptable to the Master Servicer that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Company pursuant to Section 2(f)(ii4.26(b) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) deliver deliver, and cause each Subservicer and each Subcontractor described in clause (iii) to deliver, to the Purchaser, Depositor or Master Servicer and any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification certification, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. H. The Company acknowledges that the party parties identified in clause (i)(Div) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. . Neither the Purchaser nor any Depositor will request delivery of a certification under clause (iiiv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A6.06(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A I hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f4.26." (s) Assignor, Assignee and the Company hereby amend the Underlying Agreement by deleting Section 9.01(e)(iv) in its entirety and replacing it with the following: (1) promptly notify the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings involving the Company, any Subservicer or any Third-Party Originator (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Company, any Subservicer or any Third-Party Originator and any of the parties specified in Section 9.01(e)(i)(D) (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Company, and (E) the Company's entry into an agreement with a Subservicer to perform or assist in the performance of any of the Company's obligations under this Agreement or any Reconstitution Agreement and (2) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships." (t) Assignor, Assignee and the Company hereby amend the Underlying Agreement by deleting Sections 9.01(f) (i)., (ii), (iii) and (iv) and replacing them with the following: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants' letter or other material provided in written or electronic form under Sections

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 20th of each calendar year, commencing in 20072011, the Company Servicer shall: (A1) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Company’s Servicer's assessment of compliance with the Applicable Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer Authorized Officer of the CompanyServicer, and shall address each of the applicable Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment F attached to the Purchaser concurrently with the execution of this Agreement; (B2) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C3) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that “participates be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i1) and (ii2) of this Section 2(e)Section; and (D4) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment E. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(4) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Xxxxxxxx-Xxxxx Certification and filing such with the Commission. (ii) . The Issuer will not request delivery of the reports, attestations or certifications, as applicable, under clause A above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K for the related calendar year. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Applicable Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (i) On With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on or before March 5 1st of each calendar year, commencing in 2007, the Company shall: (Ai) deliver to the Purchaser and any Depositor Master Servicer a report (in form and substance reasonably satisfactory to the Master Servicer) regarding the Company’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Master Servicer and signed by an authorized officer of the Company, and shall address each of the applicable "Applicable Servicing Criteria" specified on Exhibit I hereto (or those Servicing Criteria specified on otherwise mutually agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes Certification with respect to a certification substantially Securitization Transaction in the form response to evolving interpretations of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this AgreementRegulation AB); (Bii) deliver to the Purchaser and any Depositor Master Servicer a report of a registered public accounting firm reasonably acceptable to the Master Servicer that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Company pursuant to Section 2(f)(ii4.26(b) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) deliver deliver, and cause each Subservicer and each Subcontractor described in clause (iii) to deliver, to the Purchaser, Depositor or Master Servicer and any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification certification, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. G. The Company acknowledges that the party parties identified in clause (i)(Div) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. . Neither the Purchaser nor any Depositor will request delivery of a certification under clause (iiiv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A6.06(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A I hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)4.26." (p) Assignor, Assignee and the Company hereby amend the Agreement by adding the following new Section 6.07 to the Agreement:

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment E attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in sub-clause (i)(DA.(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the reports, attestations or certifications, as applicable under clause A above with respect to any calendar year unless the Issuer is required under the Exchange Act to file an annual report on Form 10-K for the related calendar year. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 20072008, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment C attached to the Purchaser concurrently with the execution of this Agreement;; Servicing Agreement (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an Issuing Entity whose asset pool includes the Trust Student Loans. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).Servicer and the Issuer on the date of such appointment. Servicing Agreement

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 1 of each calendar year, commencing in 2007, the Company Servicer shall: (A1) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Company’s Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment E attached to the Purchaser concurrently with the execution of this Agreement; (B2) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C3) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that “participates be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i1) and (ii2) of this Section 2(e)Section; and (D4) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Act of 2002) Oxley Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification xxxxxxx xx xxis securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment E. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(4) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Sarbanes-Oxley Certification and filing such with the Commission. (ii. Thx Xxxxxx xxxx not request delivery of the Annual Certification under clause A(4) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an Issuing Entity whose asset pool includes the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 31st of each calendar year, commencing in 20072011, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer Authorized Officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Certification in the form attached hereto as Exhibit A; provided that such certification delivered by Attachment A on behalf of the Company may not be filed as an exhibit to, or included in, any filing Issuer with the Commission, unless required by applicable lawrespect to a securitization transaction. The Company Administrator acknowledges that the party parties identified in clause clauses (i)(Da)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. . The Administrator, on behalf of the Issuer, will not request delivery of a certification under clauses (a)(i) and (ii) Each assessment of compliance provided by a Subservicer pursuant above unless the Depositor is required under the Exchange Act to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified file an annual report on a certification substantially in the form of Exhibit A hereto delivered Form 10-K with respect to the Purchaser concurrently Trust Student Loans with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior respect to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)calendar year.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1 of each calendar year, year commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser Seller, the Trustee and any the Depositor a report (in form and substance reasonably satisfactory to the Seller and the Depositor) regarding the Company’s Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser Seller and such the Depositor and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A J hereto delivered to the Purchaser Seller concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Seller, the Trustee and any the Depositor a report of a registered public accounting firm reasonably acceptable to the Seller and the Depositor that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; immediately upon receipt of such report, the Servicer shall, at its own expense, furnish a copy of such report to the Trustee and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request, provided that such statement is delivered by the Servicer to the Trustee; (Ciii) cause each Subservicer Sub-Servicer, and each Subcontractor determined by the Servicer pursuant to Section 2(f)(ii12.06(b) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser Seller, the Trustee and any the Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) if requested by the Seller or the Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on 137 behalf of an asset-backed issuer with respect to a Securitization Transaction the transactions contemplated by this Agreement, a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable lawI-1. The Company Servicer acknowledges that the party identified in clause (i)(D) above Depositor may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Seller nor the Depositor will request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (iib) Each assessment of compliance provided by a Subservicer Sub-Servicer pursuant to Section 2(e)(i)(A12.05(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A J hereto delivered to the Purchaser Seller concurrently with the execution of this Agreement or, in the case of a Subservicer Sub-Servicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C12.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 2(f)12.06.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment C attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an Issuing Entity whose asset pool includes the Trust Student Loans. Servicing Agreement (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).Servicer and the Issuer on the date of such appointment. Servicing Agreement

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1st of each calendar year, commencing in 2007, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Certification in the form attached hereto as Exhibit A; provided that such certification delivered by Attachment A on behalf of the Company may not be filed as an exhibit to, or included in, any filing Issuer with the Commission, unless required by applicable lawrespect to a securitization transaction. Administration Agreement The Company Administrator acknowledges that the party parties identified in clause (i)(Da)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each . The Administrator, on behalf of the applicable Servicing Criteria specified on Issuer, will not request delivery of a certification substantially in under clause (a)(iii) above unless the form of Exhibit A hereto delivered Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointmentTrust Student Loans. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).Administration Agreement

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such Servicing Agreement report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment E attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an Issuing Entity whose asset pool includes the Trust Student Loans. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).Servicer and the Issuer on the date of such appointment. Servicing Agreement

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment C attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver Servicing Agreement -24- to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in clause (i)(DA(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an Issuing Entity whose asset pool includes the Trust Student Loans. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 5th of each calendar yearyear when the Depositor is required to file reports under the Exchange Act with respect to the related Securitization Transaction, commencing in 2007, the Company shall: (Ai) deliver to the Purchaser and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, a report (in form and substance reasonably satisfactory to such parties) regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor parties and signed by an authorized officer of the Company, and shall address each of the applicable “Applicable Servicing Criteria Criteria” specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this AgreementB hereto; (Bii) deliver to the Purchaser and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, a report of a registered public accounting firm reasonably acceptable to such parties that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-1 02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Company pursuant to Section 2(f)(ii2.06(b) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) deliver deliver, and cause each Subservicer, and each Subcontractor determined by the Company pursuant to Section 2.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver, to the PurchaserPurchaser and any Master Servicer, or any Depositor or if a Master Servicer has not been identified for the related Securitization Transaction, and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification certification, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. A. The Company acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser nor any Depositor will request delivery of a certification under clause (a)(iv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (iib) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A2.05(a)(iii) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A B hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C2.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)2.06.

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 2007, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 13a­18 and 15d-18 15d­18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment E attached to the Purchaser concurrently with the execution of this Agreement;Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-1­ 02(a)(3) and 2-02(g2­02(g) of Regulation S-X S­X under the Securities Act and the Exchange Act;Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment F. The Company Servicer acknowledges that the party parties identified in clause (i)(Dsub­clause A.(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the reports, attestations or certifications, as applicable under clause A above with respect to any calendar year unless the Issuer is required under the Exchange Act to file an annual report on Form 10­K for the related calendar year. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (ia) On or before The Company shall, by March 5 of each calendar year, commencing in 2007, the Company shall: (Ai) deliver to the Purchaser and any Depositor a report regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in Exhibit B hereto, which Exhibit B shall be incorporated into the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this AgreementSeller’s servicing agreement for each Securitization Transaction; (Bii) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Company pursuant to Section 2(f)(ii2.06(b) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB AB, (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) deliver to the Purchaser, any Depositor or and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. A. The Company acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (iib) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A2.05(a)(iii) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A B hereto delivered to the Purchaser concurrently with the execution of this Agreement Regulation AB Compliance Addendum or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C2.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)2.06.

Report on Assessment of Compliance and Attestation. (ia) On With respect to any Securitization Transaction where the Seller "participated in the servicing function" within the meaning of Item 1122 of Regulation AB including Instruction 2 thereof with respect to such Securitization Transaction during the relevant reporting period, on or before March 5 1 of each calendar year, commencing in 2007, the Company Seller shall: (Ai) deliver to the Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser and such Depositor) regarding the Company’s Seller's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the CompanySeller, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this AgreementH hereto; (Bii) deliver to the Purchaser and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser and such Depositor that attests to, and reports on, the assessment of compliance made by the Company Seller and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Seller pursuant to Section 2(f)(iiSubsection 12.06(b) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) deliver to the Purchaser, any Depositor or and any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect xxxx xxxxxxx to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. G. (v) The Company Seller acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company Seller pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser nor any Depositor will request delivery of a certification under clause (a)(iv) above, unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (iib) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(ASubsection 12.05(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A H hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(CSubsection 12.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Seller pursuant to Subsection 12.06. The obligations of the Servicer, each Subservicer and each Subcontractor under this Section 2(f)12.05 apply to the Servicer and each Subservicer and Subcontractor for any year in which the Servicer, such Subservicer or Subcontractor during the prior calendar year (or any portion thereof) acted in such capacity with respect to a Mortgage Loan included in such Securitization Transaction, whether or not such Servicer, Subservicer or Subcontractor is acting in such capacity at the time such assessment of compliance and related accountant's attestation or Sarbanes Certification is required to be delivered.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1 of each calendar year, commencing in 2007, the Company Seller shall: (Ai) deliver to the Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser) regarding the Company’s Seller's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the CompanySeller, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A 12 hereto delivered to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser that attests to, and reports on, the assessment of compliance made by the Company Seller and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Seller pursuant to Section 2(f)(iiSubsection 7.06(b) that “participates to be "participating in the servicing function” " within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) deliver to the Purchaser, Depositor or Purchaser and any other Person that will be responsible for signing the certification (a “"Sarbanes Certification”") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with backex xxxxxx xxxx respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law11. The Company Seller acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company Seller pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (iib) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(ASubsection 7.05(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A 12 hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(CSubsection 7.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Seller pursuant to Section 2(f)Subsection 7.06.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1 of each calendar year, commencing in 20072008, the Company shall: (Ai) deliver to the Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser and such Depositor) regarding the Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this AgreementB hereto; (Bii) deliver to the Purchaser and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser and such Depositor that attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer Subservicer, and each Subcontractor determined by the Company pursuant to Section 2(f)(ii6(b) that to be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section 2(e)Section; and (Div) deliver to the Purchaser, any Depositor or and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, offering document or registration statement unless required pursuant to Regulation AB or otherwise due to applicable law or interpretive guidance provided by applicable lawthe commission or its staff. The Company acknowledges that the party parties identified in clause (i)(Da)(iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (iib) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A5(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointmentB hereto. An assessment of compliance provided by a Participating Entity Subcontractor pursuant to Section 2(e)(i)(C5(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)6.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1st of each calendar year, commencing in 20072008, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer the Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment A. The Company Administrator acknowledges that the party parties identified in clause (i)(Da)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each . The Administrator, on behalf of the applicable Servicing Criteria specified on a certification substantially in the form Issuer, will not request delivery of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by reports, attestations or certification, as applicable under clause (a) above unless the Company pursuant Issuer is required under the Exchange Act to Section 2(f)file an annual report on Form 10-K for such calendar year.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1st of each calendar year, commencing in 2007, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to Administration Agreement the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Certification in the form attached hereto as Exhibit A; provided that such certification delivered by Attachment A on behalf of the Company may not be filed as an exhibit to, or included in, any filing Issuer with the Commission, unless required by applicable lawrespect to a securitization transaction. The Company Administrator acknowledges that the party parties identified in clause (i)(Da)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each . The Administrator, on behalf of the applicable Servicing Criteria specified on Issuer, will not request delivery of a certification substantially in under clause (a)(iii) above unless the form of Exhibit A hereto delivered Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointmentTrust Student Loans. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f).Administration Agreement

Report on Assessment of Compliance and Attestation. (i) A. On or before March 5 31st of each calendar year, commencing in 2007200__, the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyServicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer of the CompanyServicer, and shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered Attachment E attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause each Subservicer and each Subcontractor pursuant Subcontractor, determined by the Servicer to Section 2(f)(ii) that be “participates participating in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”)AB, to deliver to the Purchaser and any Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e)Section; and (Div) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, Depositor or the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification this securitization transaction the Annual Certification in the form attached hereto as Exhibit A; provided that such certification delivered by the Company may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable law. Attachment D. The Company Servicer acknowledges that the party parties identified in sub-clause (i)(DA.(iv) above may rely on the any certification provided by the Company Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of the reports, attestations or certifications, as applicable, under clause A above with respect to any calendar year unless the Issuer is required under the Exchange Act to file an annual report on Form 10-K for the related calendar year. (ii) B. Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto to be delivered to the Purchaser concurrently with Servicer, the execution of this Agreement orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 31st of each calendar year, commencing in 20072011, the Company Administrator shall: (Ai) deliver to the Purchaser and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the CompanyAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Issuer and signed by an authorized officer Authorized Officer of the CompanyAdministrator, and shall address each of the applicable Servicing Criteria specified on a the certification substantially in the form of Exhibit A hereto delivered Attachment B attached to the Purchaser concurrently with the execution of this Agreement; (Bii) deliver to the Purchaser and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (C) cause each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 2(e); and (Diii) not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, Depositor or Issuer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification Certification in the form attached hereto as Exhibit A; provided that such certification delivered by Attachment A on behalf of the Company may not be filed as an exhibit to, or included in, any filing Issuer with the Commission, unless required by applicable lawrespect to a securitization transaction. The Company Administrator acknowledges that the party parties identified in clause clauses (i)(Da)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause clauses in signing a Sarbanes Certification and filing such with the Commission. . The Administrator, on behalf of the Issuer, will not be required to deliver the items in clauses (a)(i), (ii) Each assessment of compliance provided by a Subservicer pursuant and (iii) above unless the Depositor is required under the Exchange Act to Section 2(e)(i)(A) shall address each of the applicable Servicing Criteria specified file an annual report on a certification substantially in the form of Exhibit A hereto delivered Form 10-K with respect to the Purchaser concurrently Trust Student Loans with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior respect to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 2(f)calendar year.

Report on Assessment of Compliance and Attestation. (ia) On or before March 5 1 of each calendar year, commencing in 200720[__], the Company Servicer shall: (Ai) deliver to the Purchaser and any Depositor Transferor a report regarding the CompanyServicer’s or any Subservicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser and such Depositor Transferor and signed by an authorized officer Authorized Officer of the CompanyServicer or the applicable Subservicer, and shall address each of the applicable relevant Servicing Criteria specified on a certification substantially set forth in Exhibit G, as may be amended from time to time by the form of Exhibit A hereto delivered to the Purchaser concurrently with the execution of this Agreementparties hereto; (Bii) deliver to the Purchaser and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Transferor that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraphclause. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (Ciii) cause instruct each Subservicer and each Subcontractor pursuant to Section 2(f)(ii) that “participates in the servicing function” within the meaning of Item 1122 of Regulation AB (each, a “Participating Entity”), Servicing Participant to deliver to the Purchaser and any Depositor Transferor an assessment of compliance and accountants’ attestation as and when provided in paragraphs subsections (ia) and (iib) of this Section 2(e)13.04; and (Div) deliver to the Purchaser, Depositor or Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer the Issuing Entity or the Transferor with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A; provided that F or such certification delivered by the Company other form as may not be filed as an exhibit to, or included in, any filing with the Commission, unless required by applicable lawmutually agreed upon. The Company Servicer acknowledges that the party parties identified in clause (i)(Div) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (iib) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(Asubsection 13.04(a)(i) shall address each of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A G hereto delivered to the Purchaser Transferor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity Servicing Participant pursuant to Section 2(e)(i)(Csubsection 13.04(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 2(f)13.05. (c) Within 30 days of receipt, the Transferor shall provide a copy of all reports prepared and delivered pursuant to this Section 13.04 to each Note Rating Agency.