Common use of Representations, Warranties and Covenants of Servicer Clause in Contracts

Representations, Warranties and Covenants of Servicer. The Servicer represents and warrants to the Issuer on the date of this Master Servicing Agreement and (except with respect to (d) and (e) below) throughout the term of this Master Servicing Agreement: a. The Servicer (i) is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is formed; (ii) is duly qualified to transact business and is in good standing as a foreign limited liability company in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as is now being or as contemplated by this Master Servicing Agreement to be conducted; and (iv) is in compliance with all applicable laws and regulations. b. The execution and delivery by the Servicer of this Master Servicing Agreement and the performance by it of its obligations hereunder (i) are within its organizational power, (ii) have been duly authorized by all necessary action, (iii) except for any action or filing that has been taken or made on or before the date of this Master Servicing Agreement, require no action by or filing with any governmental agency, and (iv) do not violate any provision of its limited liability company agreement. c. This Master Servicing Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Servicer, enforceable against the Servicer according to its terms. d. All Servicer financial statements delivered to the Issuer were prepared according to U.S. generally accepted accounting principles ("GAAP") consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). No event which could cause a material adverse effect on the Servicer's financial condition has occurred, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. e. The Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition and no outstanding or unpaid judgments against the Servicer exist, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. f. The Servicer's examination process did not disclose or create any basis upon which to believe that each Financed Student Loan for which a certificate has been delivered under the Custodian Agreements except as indicated in such certificate, (i) is not in compliance in all material respects with all laws and rules and regulations with respect to the guaranty thereof, and (ii) does not conform to the applicable requirements of eligibility for guaranty. g. The Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Master Servicing Agreement. h. Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a guaranty agency or insurer, or transferred to another servicer, the Servicer agrees as follows: (i) The Servicer shall cause to be furnished to the Issuer such financial statements as the Issuer may reasonably request, including quarterly unaudited financial statements within 30 days after the conclusion of each quarter, and annually audited financial statements and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request. (ii) The Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP. (iii) The Servicer shall maintain all licenses, permits, and franchises necessary for its business. i. If and to the extent required by the Higher Education Act, including any guarantee program regulations, the Servicer shall cause to have prepared and shall submit to the Secretary of Education and the guaranty agencies on or before the respective due dates thereof: (i) any third-party servicer compliance audits and audited financial statements required under the Higher Education Act, including any guarantee program, regulations relating to the Servicer and its servicing of the Financed Student Loans; and (ii) any lender compliance audits required under the Higher Education Act, including any guarantee program regulations, relating to the Trustee (as the holder of the Financed Student Loans) and the Financed Student Loans. The Servicer shall provide to the Trustee promptly after it becomes available (and in no event later than 10 Business Days) a copy of each such audit and any other audit or report required by the Secretary of Education, any guaranty agency or other third party in connection with the Servicer’s activities in servicing the Financed Student Loans. j. The Servicer shall provide to the Trustee copies of its annual third party (SAS70) audit reports, if such reports are prepared, promptly following the Servicer's receipt thereof.

Representations, Warranties and Covenants of Servicer. The Servicer represents and warrants to to, and covenants with, the Issuer on Owner that as of the date hereof and as of this Master Servicing Agreement and (except with respect to (d) and (e) below) throughout the term of this Master Servicing Agreementeach Closing Date: a. (a) The Servicer (i) is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is formed; Commonwealth of Pennsylvania, (ii) is duly qualified has all licenses necessary to transact business and is in good standing as a foreign limited liability company in each jurisdiction where the nature and extent of carry on its business and properties require due qualification and good standing; (iii) possesses all requisite authorityas now being conducted, permits and power except for such licenses, the absence of which individually or in the aggregate, would not have a material adverse effect on the ability of the Servicer to conduct its business as it is now being presently conducted, (iii) is licensed, qualified and in good standing under the laws of each state where a Mortgaged Property is located if the laws of such state require licensing or as contemplated qualification in order to conduct business of the type conducted by this Master Servicing Agreement to be conducted; the Servicer and (iv) is in compliance with all applicable the laws and regulationsof any such state to the extent necessary to permit the servicing of the Mortgage Loans in accordance with the terms of this Agreement. b. (b) The Servicer has the full power and authority to execute and deliver this Agreement, and to enter into and consummate all transactions contemplated by this Agreement. The Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Servicer of this Master Servicing Agreement and the performance by it of its obligations hereunder (i) are within its organizational powerOwner, (ii) have been duly authorized by all necessary actionconstitutes a legal, (iii) except for any action or filing that has been taken or made on or before the date of this Master Servicing Agreement, require no action by or filing with any governmental agency, and (iv) do not violate any provision of its limited liability company agreement. c. This Master Servicing Agreement will, upon execution and delivery by all parties thereto, constitute a legal valid and binding obligation of the Servicer, enforceable against it in accordance with its terms, subject to applicable bankruptcy and insolvency laws affecting the rights of creditors generally and to general principles of equity (regardless of whether enforcement of such remedies is considered in a proceeding in equity or law). (c) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer according to its terms. d. All Servicer financial statements delivered to the Issuer were prepared according to U.S. generally accepted accounting principles ("GAAP") consistently applied and present fairly, in all material respectshereunder, the financial conditionconsummation of any other of the transactions contemplated hereunder, results and the fulfillment of operations and cash flows or compliance with the terms hereof are in the ordinary course of business of the Servicer as and will not (i) result in a breach of any term or provision of the articles of incorporation or by-laws of the Servicer or (ii) conflict with, result in a breach, violate, or result in a default under or acceleration of, and for the portion terms of any material agreement, indenture or loan or credit agreement or other material instrument to which the fiscal year ending on their date Servicer is a party or dates by which it may be bound, or (subjectiii) constitute a violation of any statute, in rule, regulation, order, judgment or decree applicable to the case Servicer of financial statements other than annual onesany court, only to normal year-end adjustments). No event which could cause a material adverse effect on regulatory body, administrative agency or governmental body having jurisdiction over the Servicer's financial condition has occurred, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof.; e. (d) The Servicer is an approved FNMA and FHLMC servicer in good standing with the requisite financial criteria and adequate resources to complete the transactions contemplated hereby pursuant to the terms hereof; (e) The Servicer does not subject tobelieve, nor does it have any reason or aware of the threat ofcause to believe, any litigation that is reasonably likely to be determined adversely it cannot perform each and every covenant applicable to it and that, if so adversely determined, would have a material adverse effect on its financial condition and no outstanding or unpaid judgments against the Servicer exist, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. f. The Servicer's examination process did not disclose or create any basis upon which to believe that each Financed Student Loan for which a certificate has been delivered under the Custodian Agreements except as indicated contained in such certificate, (i) is not in compliance in all material respects with all laws and rules and regulations with respect to the guaranty thereof, and (ii) does not conform to the applicable requirements of eligibility for guaranty. g. The Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Master Servicing Agreement. h. Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a guaranty agency or insurer, or transferred to another servicer, the Servicer agrees as follows: (i) The Servicer shall cause to be furnished to the Issuer such financial statements as the Issuer may reasonably request, including quarterly unaudited financial statements within 30 days after the conclusion of each quarter, and annually audited financial statements and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request. (ii) The Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP. (iii) The Servicer shall maintain all licenses, permits, and franchises necessary for its business. i. If and to the extent required by the Higher Education Act, including any guarantee program regulations, the Servicer shall cause to have prepared and shall submit to the Secretary of Education and the guaranty agencies on or before the respective due dates thereof: (i) any third-party servicer compliance audits and audited financial statements required under the Higher Education Act, including any guarantee program, regulations relating to the Servicer and its servicing of the Financed Student Loans; and (iif) There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against the Servicer that, either individually or in the aggregate, may result in any lender compliance audits required under the Higher Education Act, including any guarantee program regulations, relating to the Trustee (as the holder material impairment of the Financed Student Loans) and right or ability of the Financed Student Loans. The Servicer shall provide to carry on its business substantially as now conducted or in any material liability on the Trustee promptly after it becomes available (and in no event later than 10 Business Days) a copy part of each such audit and the Servicer, or that would draw into question the validity of this Agreement or of any other audit action taken or report required by the Secretary of Education, any guaranty agency or other third party to be taken in connection with the Servicer’s activities in servicing obligations of the Financed Student LoansServicer contemplated herein, or that would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement. j. The Servicer shall provide to the Trustee copies of its annual third party (SAS70) audit reports, if such reports are prepared, promptly following the Servicer's receipt thereof.

Representations, Warranties and Covenants of Servicer. The Servicer represents and warrants to the Issuer on the date of this Master Servicing Agreement and (except with respect to (d) and (e) below) throughout the term of this Master Servicing Agreement: a. The Servicer (i) is duly organizedincorporated, validly existing, and in good standing under the laws of the jurisdiction in which it is formedincorporated; (ii) is duly qualified to transact business and is in good standing as a foreign limited liability company corporation in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as is now being or as contemplated by this Master Servicing Agreement to be conducted; and (iv) is in compliance with all applicable laws and regulations. b. The execution and delivery by the Servicer of this Master Servicing Agreement and the performance by it of its obligations hereunder (i) are within its organizational corporate power, (ii) have been duly authorized by all necessary action, (iii) except for any action or filing that has been taken or made on or before the date of this Master Servicing Agreement, require no action by or filing with any governmental agency, and (iv) do not violate any provision of its limited liability company agreementarticles of incorporation. c. This Master Servicing Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Servicer, enforceable against the Servicer according to its terms. d. All Servicer financial statements delivered to the Issuer were prepared according to U.S. generally accepted accounting principles ("“GAAP"”) consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). No event which could cause a material adverse effect on the Servicer's ’s financial condition has occurred, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. e. The Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition and no outstanding or unpaid judgments against the Servicer exist, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. f. The Servicer's ’s examination process did not disclose or create any basis upon which to believe that each Financed Student Loan for which a certificate has been delivered under the Custodian Agreements except as indicated in such certificate, (i) is not in compliance in all material respects with all laws and rules and regulations with respect to the guaranty thereof, and (ii) does not conform to the applicable requirements of eligibility for guaranty. g. The Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Master Servicing Agreement. h. Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a guaranty agency or insurer, or transferred to another servicer, the Servicer agrees as follows: (i) The Servicer shall cause to be furnished to the Issuer such financial statements as the Issuer may reasonably request, including quarterly unaudited financial statements within 30 days after the conclusion of each quarter, and annually audited financial statements and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request. (ii) The Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP. (iii) The Servicer shall maintain all licenses, permits, and franchises necessary for its business. i. If and to the extent required by the Higher Education Act, including any guarantee program regulations, the Servicer shall cause to have prepared and shall submit to the Secretary of Education and the guaranty agencies on or before the respective due dates thereof: (i) any third-party servicer compliance audits and audited financial statements required under the Higher Education Act, including any guarantee program, regulations relating to the Servicer and its servicing of the Financed Student Loans; and (ii) any lender compliance audits required under the Higher Education Act, including any guarantee program regulations, relating to the Eligible Lender Trustee (as the holder titleholder of the Financed Student Loans) and the Financed Student Loans. The Servicer shall provide to the Indenture Trustee promptly after it becomes available (and in no event later than 10 Business Days) a copy of each such audit and any other audit or report required by the Secretary of Education, any guaranty agency or other third party in connection with the Servicer’s activities in servicing the Financed Student Loans. j. The Servicer shall provide to the Trustee copies of its annual third party (SAS70) audit reports, if such reports are prepared, promptly following the Servicer's ’s receipt thereof.

Representations, Warranties and Covenants of Servicer. The Servicer represents makes the following representations, warranties and warrants covenants to the Issuer on the date of this Master Servicing Agreement Agreement. The Servicer shall be deemed to have repeated the representations and warranties in clauses (except with respect to a), (db), (f), (g), (h), (i) and (el) below) throughout on each date on which a new Series of Notes is issued under the term of this Master Servicing Agreement:Indenture. a. The Servicer (i) is duly organizedincorporated, validly existing, and in good standing under the laws of the jurisdiction in which it is formedincorporated; (ii) is duly qualified to transact business and is in good standing as a foreign limited liability company corporation in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as is now being or as contemplated by this Master Servicing Agreement to be conductedincluding, without limitation, eligibility as a third-party servicer under the Act; and (iv) is in compliance with all applicable laws and regulations. b. The execution and delivery by the Servicer of this Master Servicing Agreement and the performance by it of its obligations hereunder (i) are within its organizational corporate power, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or filing with any governmental agency, except for any action or filing that has been taken or made on or before the date of this Master Servicing Agreement, require no action by or filing with any governmental agency, ; and (iv) do not violate any provision of its limited liability company agreementcertificate of incorporation or bylaws. c. This Master Servicing Agreement willThe Servicer will satisfy all of its obligations set forth in this Agreement, upon execution maintain in effect all qualifications required in order to service the Financed Student Loans and delivery by comply in all parties thereto, constitute material respects with all requirements of law if a legal and binding obligation of failure to comply would have a materially adverse effect on its ability to service the Servicer, enforceable against the Servicer according to its termsFinanced Student Loans. d. The Servicer will not permit any rescission or cancellation of a Financed Student Loan except as ordered by a court or other government authority or as consented to by the Eligible Lender Trustee and the Indenture Trustee, except that it may write off any delinquent Financed Student Loan if the remaining balance of the borrower's account is less than $50. e. The Servicer will not reschedule, revise, defer or otherwise compromise payments due on any Financed Student Loan except during any applicable interest only, deferral or forbearance periods or otherwise in accordance with all applicable standards and requirements for servicing of the Financed Student Loans. f. All Servicer financial statements delivered to the Issuer were prepared according to U.S. generally accepted accounting principles ("GAAP") consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). . g. No event which could cause a material adverse effect on the Servicer's financial condition has occurred, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. e. h. The Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition or its ability to meet its obligations under this Agreement and no outstanding or unpaid judgments against the Servicer exist, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. f. i. The Servicer's examination process did not disclose or create Servicer has no knowledge of any basis upon which to believe that each Financed Student Loan for which a certificate has been delivered under the Custodian Agreements except as indicated in such certificate, (i) is not in compliance in all material respects with all laws and rules and regulations with respect to the guaranty any Guarantee thereof, and (ii) does not conform to the applicable requirements of eligibility for guarantysuch Guarantee. g. j. The Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Master Servicing AgreementAgreement to the extent such services are not provided by one or more eligible third-party subservicers under the Act with adequate systems to perform such services. h. k. Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a guaranty agency or insurerGuaranty Agency, or transferred to another servicer, the Servicer agrees as follows: (i) The Servicer shall cause to be furnished to the Issuer such its financial statements as the Issuer may reasonably request, including quarterly unaudited financial statements within 30 thirty (30) days after the conclusion of each fiscal quarter, and annually audited annual financial statements within ninety (90) days after the end of each fiscal year audited by nationally recognized independent certified public accountants and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request. (ii) The Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAPGAAP and maintain adequate internal financial controls. (iii) The Servicer shall maintain all licenses, permits, and franchises necessary for its business. i. If l. This Agreement will, upon execution and to delivery by all parties thereto, constitute a legal and binding obligation of the extent required by the Higher Education ActServicer, including any guarantee program regulations, enforceable against the Servicer shall cause according to its terms. Upon the discovery of a breach of certain covenants that have prepared and shall submit to the Secretary of Education and the guaranty agencies a materially adverse effect on or before the respective due dates thereof: (i) any third-party servicer compliance audits and audited financial statements required under the Higher Education Act, including any guarantee program, regulations relating to the Servicer and its servicing of the Financed Student Loans; and (ii) , the Servicer will be obligated to purchase or substitute the adversely affected Financed Student Loan unless the breach is cured within the time period prescribed in Section 10 hereof. Any breach that relates to compliance with the requirements of the Act or the applicable Guaranty Agency but that does not affect that Guaranty Agency's obligation to guarantee payment of a Financed Student Loan will not be considered to have a material adverse effect. The purchase or substitution and reimbursement obligations of the Servicer will constitute the sole remedy available to the Issuer for any lender compliance audits required uncured breach. The Servicer's purchase or substitution and reimbursement obligations are contractual obligations that the Issuer may enforce, but the breach of these obligations will not constitute an event of default under the Higher Education Act, including any guarantee program regulations, relating to the Trustee (as the holder of the Financed Student Loans) and the Financed Student Loans. The Servicer shall provide to the Trustee promptly after it becomes available (and in no event later than 10 Business Days) a copy of each such audit and any other audit or report required by the Secretary of Education, any guaranty agency or other third party in connection with the Servicer’s activities in servicing the Financed Student LoansIndenture. j. The Servicer shall provide to the Trustee copies of its annual third party (SAS70) audit reports, if such reports are prepared, promptly following the Servicer's receipt thereof.

Representations, Warranties and Covenants of Servicer. The Servicer represents and warrants to the Issuer on the date of this Master Servicing Agreement and (except with respect to (d) and (e) below) throughout the term of this Master Servicing Agreement: a. The Servicer (i) is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is formed; (ii) is duly qualified to transact business and is in good standing as a foreign limited liability company in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as is now being or as contemplated by this Master Servicing Agreement to be conducted; and (iv) is in compliance with all applicable laws and regulations. b. The execution and delivery by the Servicer of this Master Servicing Agreement and the performance by it of its obligations hereunder (i) are within its organizational power, (ii) have been duly authorized by all necessary action, (iii) except for any action or filing that has been taken or made on or before the date of this Master Servicing Agreement, require no action by or filing with any governmental agency, and (iv) do not violate any provision of its limited liability company agreement. c. This Master Servicing Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Servicer, enforceable against the Servicer according to its terms. d. All Servicer financial statements delivered to the Issuer were prepared according to U.S. generally accepted accounting principles ("GAAP") consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). No event which could cause a material adverse effect on the Servicer's financial condition has occurred, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. e. The Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition and no outstanding or unpaid judgments against the Servicer exist, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. f. The Servicer's examination process did not disclose or create any basis upon which to believe that each Financed Student Loan for which a certificate has been delivered under the Custodian Agreements except as indicated in such certificate, (i) is not in compliance in all material respects with all laws and rules and regulations with respect to the guaranty thereof, and (ii) does not conform to the applicable requirements of eligibility for guaranty. g. The Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Master Servicing Agreement. h. Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a guaranty agency or insurer, or transferred to another servicer, the Servicer agrees as follows: (i) The Servicer shall cause to be furnished to the Issuer such financial statements as the Issuer may reasonably request, including quarterly unaudited financial statements within 30 days after the conclusion of each quarter, and annually audited financial statements and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request. (ii) The Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP. (iii) The Servicer shall maintain all licenses, permits, and franchises necessary for its business. i. If and to the extent required by the Higher Education Act, including any guarantee program regulations, the Servicer shall cause to have prepared and shall submit to the Secretary of Education and the guaranty agencies on or before the respective due dates thereof: (i) any third-party servicer compliance audits and audited financial statements required under the Higher Education Act, including any guarantee program, regulations relating to the Servicer and its servicing of the Financed Student Loans; and (ii) any lender compliance audits required under the Higher Education Act, including any guarantee program regulations, relating to the Trustee (as the holder of the Financed Student Loans) and the Financed Student Loans. The Servicer shall provide to the Trustee promptly after it becomes available (and in no event later than 10 Business Days) a copy of each such audit and any other audit or report required by the Secretary of Education, any guaranty agency or other third party in connection with the Servicer’s 's activities in servicing the Financed Student Loans. j. The Servicer shall provide to the Trustee copies of its annual third party (SAS70) audit reports, if such reports are prepared, promptly following the Servicer's receipt thereof.

Representations, Warranties and Covenants of Servicer. The Servicer represents makes the following representations, warranties and warrants covenants to the Issuer on the date of this Master Servicing Agreement Agreement. The Servicer shall be deemed to have repeated the representations and warranties in clauses (except with respect to a), (db), (f), (g), (h), (i) and (el) below) throughout on each date on which a new Series of Notes is issued under the term of this Master Servicing Agreement:Indenture. a. The Servicer (i) is duly organizedincorporated, validly existing, and in good standing under the laws of the jurisdiction in which it is formedincorporated; (ii) is duly qualified to transact business and is in good standing as a foreign limited liability company corporation in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as is now being or as contemplated by this Master Servicing Agreement to be conductedincluding, without limitation, eligibility as a third-party servicer under the Act; and (iv) is in compliance with all applicable laws and regulations. b. The execution and delivery by the Servicer of this Master Servicing Agreement and the performance by it of its obligations hereunder (i) are within its organizational corporate power, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or filing with any governmental agency, except for any action or filing that has been taken or made on or before the date of this Master Servicing Agreement, require no action by or filing with any governmental agency, ; and (iv) do not violate any provision of its limited liability company agreementcertificate of incorporation or bylaws. c. This Master Servicing Agreement willThe Servicer will satisfy all of its obligations set forth in this Agreement, upon execution maintain in effect all qualifications required in order to service the Financed Student Loans and delivery by comply in all parties thereto, constitute material respects with all requirements of law if a legal and binding obligation of failure to comply would have a materially adverse effect on its ability to service the Servicer, enforceable against the Servicer according to its termsFinanced Student Loans. d. The Servicer will not permit any rescission or cancellation of a Financed Student Loan except as ordered by a court or other government authority or as consented to by the Eligible Lender Trustee and the Indenture Trustee, except that it may write off any delinquent Financed Student Loan if the remaining balance of the borrower's account is less than $50. e. The Servicer will not reschedule, revise, defer or otherwise compromise payments due on any Financed Student Loan except during any applicable interest only, deferral or forbearance periods or otherwise in accordance with all applicable standards and requirements for servicing of the Financed Student Loans. f. All Servicer financial statements delivered to the Issuer were prepared according to U.S. generally accepted accounting principles ("GAAP") consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). . g. No event which could cause a material adverse effect on the Servicer's financial condition has occurred, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. e. h. The Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition or its ability to meet its obligations under this Agreement and no outstanding or unpaid judgments against the Servicer exist, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. f. i. The Servicer's examination process did not disclose or create Servicer has no knowledge of any basis upon which to believe that each Financed Student Loan for which a certificate has been delivered under the Custodian Agreements except as indicated in such certificate, (i) is not in compliance in all material respects with all laws and rules and regulations with respect to the guaranty any Guarantee thereof, and (ii) does not conform to the applicable requirements of eligibility for guarantysuch Guarantee. g. j. The Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Master Servicing AgreementAgreement to the extent such services are not provided by one or more eligible third-party subservicers under the Act with adequate systems to perform such services. h. k. Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a guaranty agency or insurerGuaranty Agency, or transferred to another servicer, the Servicer agrees as follows: (i) The Servicer shall cause to be furnished to the Issuer such its financial statements as the Issuer may reasonably request, including quarterly unaudited financial statements within 30 thirty (30) days after the conclusion of each fiscal quarter, and annually audited financial statements and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request.annual (ii) The Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAPGAAP and maintain adequate internal financial controls. (iii) The Servicer shall maintain all licenses, permits, and franchises necessary for its business. i. If l. This Agreement will, upon execution and to delivery by all parties thereto, constitute a legal and binding obligation of the extent required by the Higher Education ActServicer, including any guarantee program regulations, enforceable against the Servicer shall cause according to its terms. Upon the discovery of a breach of certain covenants that have prepared and shall submit to the Secretary of Education and the guaranty agencies a materially adverse effect on or before the respective due dates thereof: (i) any third-party servicer compliance audits and audited financial statements required under the Higher Education Act, including any guarantee program, regulations relating to the Servicer and its servicing of the Financed Student Loans; and (ii) , the Servicer will be obligated to purchase or substitute the adversely affected Financed Student Loan unless the breach is cured within the time period prescribed in Section 10 hereof. Any breach that relates to compliance with the requirements of the Act or the applicable Guaranty Agency but that does not affect that Guaranty Agency's obligation to guarantee payment of a Financed Student Loan will not be considered to have a material adverse effect. The purchase or substitution and reimbursement obligations of the Servicer will constitute the sole remedy available to the Issuer for any lender compliance audits required uncured breach. The Servicer's purchase or substitution and reimbursement obligations are contractual obligations that the Issuer may enforce, but the breach of these obligations will not constitute an event of default under the Higher Education Act, including any guarantee program regulations, relating to the Trustee (as the holder of the Financed Student Loans) and the Financed Student Loans. The Servicer shall provide to the Trustee promptly after it becomes available (and in no event later than 10 Business Days) a copy of each such audit and any other audit or report required by the Secretary of Education, any guaranty agency or other third party in connection with the Servicer’s activities in servicing the Financed Student LoansIndenture. j. The Servicer shall provide to the Trustee copies of its annual third party (SAS70) audit reports, if such reports are prepared, promptly following the Servicer's receipt thereof.

Representations, Warranties and Covenants of Servicer. The following representations, warranties and covenants of Servicer represents to Subservicer shall be ongoing and warrants to the Issuer on the date of this Master Servicing Agreement and (except with respect to (d) and (e) below) in effect throughout the term of this Master Servicing Agreement: a. The (a) Servicer (i) is duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is formed; (ii) is duly qualified Laws governing its formation and existence, has all licenses necessary to transact carry on its business as now being conducted, and is licensed, qualified and in good standing as a foreign limited liability company in each jurisdiction state if the laws of such state require licensing or qualification to conduct business of the type conducted by the Servicer and perform its obligations as Servicer hereunder (except where the nature failure to be so licensed or authorized and extent of qualified does not have a materially adverse effect upon its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power ability to conduct its business business); the Servicer has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action of the Servicer; this Agreement evidences the valid, binding and enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement valid, binding and enforceable upon the Servicer in accordance with its terms, except as enforcement hereof may be limited by applicable Debtor Relief Laws and general principles of equity. (b) The Servicer holds a valid FHA Title I contract of insurance, is now being approved by the FHA to originate, purchase, service and sell loans insured under the FHA Regulations and is not subject to any administrative action, probation, suspension, withdrawal or as termination of its FHA Title I contract of insurance under the FHA Regulations. (c) Any necessary approval of the transactions contemplated by this Master Servicing Agreement from each federal or state regulatory authority having jurisdiction over Servicer has been obtained; there are no actions or proceedings pending or affecting Servicer which would adversely affect its ability to be conducted; and (iv) is in compliance with all applicable laws and regulationsperform hereunder. b. (d) The execution consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Servicer and delivery by the Servicer of this Master Servicing Agreement and the performance by it of its obligations hereunder will not result in (i) are within its organizational powerthe breach of any term or provision of the charter or bylaws of Servicer, (ii) have been duly authorized by all necessary actionthe breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which either the Servicer or its properties are subject or (iii) except for the violation of any action or filing that has been taken or made on or before the date of this Master Servicing Agreement, require no action by or filing with any governmental agency, and (iv) do not violate any provision of its limited liability company agreement. c. This Master Servicing Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Servicer, enforceable against Law to which either the Servicer according to or its termsproperties are subject. d. All Servicer financial statements delivered to the Issuer were prepared according to U.S. generally accepted accounting principles ("GAAP") consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). No event which could cause a material adverse effect on the Servicer's financial condition has occurred, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. e. The Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition and no outstanding or unpaid judgments against the Servicer exist, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. f. The Servicer's examination process did not disclose or create any basis upon which to believe that each Financed Student Loan for which a certificate has been delivered under the Custodian Agreements except as indicated in such certificate, (i) is not in compliance in all material respects with all laws and rules and regulations with respect to the guaranty thereof, and (ii) does not conform to the applicable requirements of eligibility for guaranty. g. The Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Master Servicing Agreement. h. Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a guaranty agency or insurer, or transferred to another servicer, the Servicer agrees as follows: (i) The Servicer shall cause to be furnished to the Issuer such financial statements as the Issuer may reasonably request, including quarterly unaudited financial statements within 30 days after the conclusion of each quarter, and annually audited financial statements and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request. (ii) The Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP. (iii) The Servicer shall maintain all licenses, permits, and franchises necessary for its business. i. If and to the extent required by the Higher Education Act, including any guarantee program regulations, the Servicer shall cause to have prepared and shall submit to the Secretary of Education and the guaranty agencies on or before the respective due dates thereof: (i) any third-party servicer compliance audits and audited financial statements required under the Higher Education Act, including any guarantee program, regulations relating to the Servicer and its servicing of the Financed Student Loans; and (ii) any lender compliance audits required under the Higher Education Act, including any guarantee program regulations, relating to the Trustee (as the holder of the Financed Student Loans) and the Financed Student Loans. The Servicer shall provide to the Trustee promptly after it becomes available (and in no event later than 10 Business Days) a copy of each such audit and any other audit or report required by the Secretary of Education, any guaranty agency or other third party in connection with the Servicer’s activities in servicing the Financed Student Loans. j. The Servicer shall provide to the Trustee copies of its annual third party (SAS70) audit reports, if such reports are prepared, promptly following the Servicer's receipt thereof.

Representations, Warranties and Covenants of Servicer. The following representations, warranties and covenants are made by Servicer represents and warrants to the Issuer each Owner on the date of this Master Servicing Agreement and (except with respect to (d) shall be ongoing and (e) below) in effect throughout the term of this Master Servicing Agreement:, except that the representations, warranties and covenants made in Sections 2.03(h) and 2.03 a. The Servicer (i) are made only as of the date hereof: (a) Servicer is duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which Laws governing its formation and existence, has all licenses necessary to carry on its business as it is formed; (ii) now being conducted, and is duly authorized and qualified to transact business and is in good standing as a foreign limited liability company in each jurisdiction where the nature applicable state any and extent of its all business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as is now being or as contemplated by this Master Servicing Agreement to be conducted; and (iv) is in compliance with all applicable laws the Laws of each such state to the extent necessary to ensure the enforceability of the Mortgage Loans and regulations. b. The execution and delivery by the Servicer terms of this Master Servicing Agreement; Servicer has all requisite corporate power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement by it Servicer and the consummation of its obligations hereunder (i) are within its organizational power, (ii) the transactions contemplated hereby have been duly and validly authorized by all necessary action, (iii) except for any action or filing that Servicer; this Agreement has been taken or made on or before duly executed and delivered and evidences the date of this Master Servicing Agreement, require no action by or filing with any governmental agency, and (iv) do not violate any provision of its limited liability company agreement. c. This Master Servicing Agreement will, upon execution and delivery by all parties thereto, constitute a legal valid and binding obligation of the Servicer, enforceable against the Servicer according to in accordance with its terms., except as enforcement hereof may be limited by applicable Debtor Relief Laws and general principles of equity, whether considered in a proceeding at law or in equity; d. All (b) Any necessary approval of the transactions contemplated by this Agreement from each federal or state regulatory authority having jurisdiction over Servicer financial statements delivered has been obtained; there are no actions or proceedings pending or affecting Servicer that would adversely affect its ability to perform hereunder; (c) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Servicer and will not result in the breach of any term or provision of the certificate of incorporation or bylaws of Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which Servicer or its property is subject, or result in the violation of any Law to which Servicer or its property is subject; (d) From time to time Servicer will report, as more fully set forth in this Agreement, information relating to the Issuer were prepared according Mortgage Loans to U.S. generally accepted accounting principles ("GAAP") consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Servicer as ofapplicable Owners, and will do every act and thing which may be reasonably necessary or required to perform its duties under this Agreement; (e) Servicer agrees that for the portion of the fiscal year ending on their date or dates (subject, so long as it shall continue to serve in the case of financial statements other than annual ones, only to normal year-end adjustments). No event which could cause a material adverse effect on the Servicer's financial condition has occurred, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. e. The Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition and no outstanding or unpaid judgments against the Servicer exist, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. f. The Servicer's examination process did not disclose or create any basis upon which to believe that each Financed Student Loan for which a certificate has been delivered capacity contemplated under the Custodian Agreements except as indicated in such certificateterms of this Agreement, Servicer (i) is will not in compliance in dissolve or otherwise dispose of all material respects with or substantially all laws and rules and regulations with respect to the guaranty thereof, of its assets and (ii) does will not conform voluntarily consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it; provided, however, Servicer may dispose of its assets, consolidate with or merge into any other entity or permit one or more other entities to consolidate with or merge into it if (A) such transferee, resulting or surviving entity (if other than the Servicer) expressly assumes, in a form approved by such Owner, all obligations of Servicer under this Agreement (including any accrued liabilities thereunder), (B) such transferee, resulting or surviving entity (if other than the Servicer) would not then be in default under any material provision of this Agreement, and (C) such transferee, resulting or surviving entity would have a net worth of at least $32,000,000. In connection with any disposition of assets, consolidation or merger which is permitted pursuant to the applicable requirements preceding sentence, such Owner shall release Servicer in writing from the obligations so assumed. Such release shall be effective upon the assumption by the transferee, resulting or surviving entity (if other than the Servicer) of eligibility for guaranty.all obligations of Servicer under this Agreement, it being understood that, unless such Owner otherwise agrees in writing, Servicer shall not be released from any liabilities arising from events, actions or omissions by Servicer prior to the date of such assumption; g. (f) No information, certificate of an Officer, statement furnished in writing, or report required hereunder, delivered to such Owner, will, to the best knowledge of Servicer after due inquiry, contain any untrue statement of a material fact or omit a material fact necessary to make the information, certificate, statement or report not misleading; (g) The Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under can perform each and every covenant contained in this Master Servicing Agreement.; h. Until all Financed Student Loans serviced hereunder have been repaid (h) There is no action, suit, proceeding or investigation pending or threatened against the Servicer which, either in fullany one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or paid in any material impairment of the right or ability of the Servicer to carry on its business substantially as a claim by a guaranty agency or insurernow conducted, or transferred in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement or of any action taken or to another servicer, be taken in connection with the obligations of the Servicer agrees as follows:contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement; and (i) The Servicer shall cause has not dealt with any broker or agent or anyone else who might be entitled to be furnished to the Issuer such financial statements as the Issuer may reasonably request, including quarterly unaudited financial statements within 30 days after the conclusion of each quarter, and annually audited financial statements and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request. (ii) The Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP. (iii) The Servicer shall maintain all licenses, permits, and franchises necessary for its business. i. If and to the extent required by the Higher Education Act, including any guarantee program regulations, the Servicer shall cause to have prepared and shall submit to the Secretary of Education and the guaranty agencies on a fee or before the respective due dates thereof: (i) any third-party servicer compliance audits and audited financial statements required under the Higher Education Act, including any guarantee program, regulations relating to the Servicer and its servicing of the Financed Student Loans; and (ii) any lender compliance audits required under the Higher Education Act, including any guarantee program regulations, relating to the Trustee (as the holder of the Financed Student Loans) and the Financed Student Loans. The Servicer shall provide to the Trustee promptly after it becomes available (and in no event later than 10 Business Days) a copy of each such audit and any other audit or report required by the Secretary of Education, any guaranty agency or other third party commission in connection with this transaction other than the Servicer’s activities in servicing the Financed Student LoansOwner. j. The Servicer shall provide to the Trustee copies of its annual third party (SAS70) audit reports, if such reports are prepared, promptly following the Servicer's receipt thereof.

Representations, Warranties and Covenants of Servicer. The Servicer represents and warrants to the Issuer on the date of this Master Servicing Agreement and (except with respect to (d) and (e) below) throughout the term of this Master Servicing Agreement: a. The Servicer (i) is duly organizedincorporated, validly existing, and in good standing under the laws of the jurisdiction in which it is formedincorporated; (ii) is duly qualified to transact business and is in good standing as a foreign limited liability company corporation in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as is now being or as contemplated by this Master Servicing Agreement to be conducted; and (iv) is in compliance with all applicable laws and regulations. b. The execution and delivery by the Servicer of this Master Servicing Agreement and the performance by it of its obligations hereunder (i) are within its organizational corporate power, (ii) have been duly authorized by all necessary action, (iii) except for any action or filing that has been taken or made on or before the date of this Master Servicing Agreement, require no action by or filing with any governmental agency, and (iv) do not violate any provision of its limited liability company agreementarticles of incorporation. c. This Master Servicing Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Servicer, enforceable against the Servicer according to its terms. d. All Servicer financial statements delivered to the Issuer were prepared according to U.S. generally accepted accounting principles ("GAAP") consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). No event which could cause a material adverse effect on the Servicer's financial condition has occurred, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. e. The Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition and no outstanding or unpaid judgments against the Servicer exist, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. f. The Servicer's examination process did not disclose or create any basis upon which to believe that each Financed Student Loan for which a certificate has been delivered under the Custodian Agreements except as indicated in such certificate, (i) is not in compliance in all material respects with all laws and rules and regulations with respect to the guaranty thereof, and (ii) does not conform to the applicable requirements of eligibility for guaranty. g. The Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Master Servicing Agreement. h. Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a guaranty agency or insurer, or transferred to another servicer, the Servicer agrees as follows: (i) The Servicer shall cause to be furnished to the Issuer such financial statements as the Issuer may reasonably request, including quarterly unaudited financial statements within 30 days after the conclusion of each quarter, and annually audited financial statements and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request. (ii) The Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP. (iii) The Servicer shall maintain all licenses, permits, and franchises necessary for its business. i. If and to the extent required by the Higher Education Act, including any guarantee program regulations, the Servicer shall cause to have prepared and shall submit to the Secretary of Education and the guaranty agencies on or before the respective due dates thereof: (i) any third-party servicer compliance audits and audited financial statements required under the Higher Education Act, including any guarantee program, regulations relating to the Servicer and its servicing of the Financed Student Loans; and (ii) any lender compliance audits required under the Higher Education Act, including any guarantee program regulations, relating to the Eligible Lender Trustee (as the holder titleholder of the Financed Student Loans) and the Financed Student Loans. The Servicer shall provide to the Trustee promptly after it becomes available (and in no event later than 10 Business Days) a copy of each such audit and any other audit or report required by the Secretary of Education, any guaranty agency or other third party in connection with the Servicer’s 's activities in servicing the Financed Student Loans. j. The Servicer shall provide to the Trustee copies of its annual third party (SAS70) audit reports, if such reports are prepared, promptly following the Servicer's receipt thereof.

Representations, Warranties and Covenants of Servicer. The Servicer represents and warrants to the Issuer on the date of this Master Servicing Agreement and (except with respect to (d) and (e) below) throughout the term of this Master Servicing Agreement: a. The Servicer (i) is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is formedincorporated; (ii) is duly qualified to transact business and is in good standing as a foreign limited liability company corporation in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as is now being or as contemplated by this Master Servicing Agreement to be conducted; and (iv) is in compliance with all applicable laws and regulations. b. The execution and delivery by the Servicer of this Master Servicing Agreement and the performance by it of its obligations hereunder (i) are within its organizational corporate power, (ii) have been duly authorized by all necessary corporate action, (iii) except for any action or filing that has been taken or made on or before the date of this Master Servicing Agreement, require no action by or filing with any governmental agency, and (iv) do not violate any provision of its limited liability company agreementarticles of in corporation or bylaws. c. This Master Servicing Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Servicer, enforceable against the Servicer according to its terms. d. All Servicer financial statements delivered to the Issuer were prepared according to U.S. generally accepted accounting principles ("GAAP") consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). No event which could cause a material adverse effect on the Servicer's financial condition has occurred, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. e. The Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition and no outstanding or unpaid judgments against the Servicer exist, and if such event shall occur, the Servicer shall promptly give the Issuer notice thereof. f. The Servicer's examination process did not disclose or create any basis upon which to believe that each Financed Student Loan for which a certificate has been delivered under the Custodian Agreements Agreement except as indicated in such certificate, (i) is not in compliance in all material respects with all laws and rules and regulations with respect to the guaranty thereof, and (ii) does not conform to the applicable requirements of eligibility for guaranty. g. The Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Master Servicing Agreement. h. Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a guaranty agency or insurer, or transferred to another servicer, the Servicer agrees as follows: (i) The Servicer shall cause to be furnished to the Issuer such financial statements as the Issuer may reasonably request, including quarterly unaudited financial statements within 30 days after the conclusion of each quarter, and annually audited financial statements and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request. (ii) The Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP. (iii) The Servicer shall maintain all licenses, permits, and franchises necessary for its business. i. If and to the extent required by the Higher Education Act, including any guarantee program regulations, the Servicer shall cause to have prepared and shall submit to the Secretary of Education and the guaranty agencies on or before the respective due dates thereof: (i) any third-party servicer compliance audits and audited financial statements required under the Higher Education Act, including any guarantee program, regulations relating to the Servicer and its servicing of the Financed Student Loans; and (ii) any lender compliance audits required under the Higher Education Act, including any guarantee program regulations, relating to the Trustee (as the holder of the Financed Student Loans) and the Financed Student Loans. The Servicer shall provide to the Trustee promptly after it becomes available (and in no event later than 10 Business Days) a copy of each such audit and any other audit or report required by the Secretary of Education, any guaranty agency or other third party in connection with the Servicer’s activities in servicing the Financed Student Loans. j. The Servicer shall provide to the Trustee copies of its annual third party (SAS70) audit reports, if such reports are prepared, promptly following the Servicer's receipt thereof.