Common use of Reserve Accounts Clause in Contracts

Reserve Accounts. (a) On the Closing Date, the Depositor shall deposit the Group I Reserve Account Initial Deposit, in the amount of $575,049 into the Group I Reserve Account and the Group II Reserve Account Initial Deposit, in the amount of $27,748,659, into the Group II Reserve Account. On the Closing Date, the Group I Reserve Account Initial Deposit and the Group II Reserve Account Initial Deposit will equal the related Specified Reserve Account Balance for the Group I and Group II Reserve Accounts, respectively. (i) On the Business Day prior to each Distribution Date (and prior to each Monthly Servicing Payment Date with respect to Master Servicing Fees), the Administrator shall transfer (and the Indenture Trustee and the Paying Agent each hereby authorizes each such transfer) from and to the extent of funds in the Group I Reserve Account or the Group II Reserve Account, respectively, to the Distribution Account the amounts, if any, to be distributed in accordance with this Section 5.06(b), in the priority set forth below; provided, however, that Master Servicing Fees and Administration Fees to be distributed pursuant to Sections 5.06(b)(ii) and (iii) below shall be released (and the Indenture Trustee and the Paying Agent each hereby authorizes each such release) directly to the Master Servicer and the Administrator from the related Reserve Account. (ii) In the event that the Master Servicing Fee with respect to the Group I or Group II Student Loans for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Master Servicer pursuant to Sections 5.05(b) and either Section 5.05(c)(X)(1), with respect to the Group I Student Loans, or Section 5.05(c)(Y)(1), with respect to the Group II Student Loans, on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to authorize the withdrawal from the Group I or Group II Reserve Account, as the case may be, on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and the distribution of such amount to the Master Servicer. (iii) In the event that the fees and other amounts due to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee that are allocated to the Group I or Group II Notes for any Distribution Date exceed the amount distributed to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively, pursuant to Section 5.05(c)(X)(2), with respect to the Group I Notes, or Section 5.05(c)(Y)(2), with respect to the Group II Notes, on such Distribution Date, the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively, shall instruct the Indenture Trustee in writing to authorize the withdrawal from the Group I or Group II Reserve Account, as the case may be, on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph (b)(ii) above, and the distribution of such amount to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively. (iv) In the event that the Noteholders’ Interest Distribution Amount with respect to either the Group I Class A Notes or the Group II Class A Notes for a Distribution Date exceeds the amount distributed to the Holders of the Group I Class A Notes or the Group II Class A Notes, respectively, pursuant to Section 5.05(c)(X)(3), with respect to the Group I Notes, or Section 5.05(c)(Y)(3), with respect to the Group II Notes, as the case may be, on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group I or Group II Reserve Account, as applicable, on such Distribution Date an amount equal to such excess, to the extent of funds available therein in each case after giving effect to paragraphs (b)(ii) and (b)(iii) above, and to distribute such amount to the Holders of Group I or Group II Notes, as applicable, entitled thereto in the same order and priority as is set forth in Section 5.05(c)(X)(3), with respect to the Group I Notes, or Section 5.05(c)(Y)(3), with respect to the Group II Notes, as the case may be. (v) In the event that the Noteholders’ Interest Distribution Amount with respect to the Class I-B Notes or the Class II-B Notes, as applicable, for a Distribution Date exceeds the amount distributed to the Holders of the Class I-B or the Class II-B Notes, as applicable, pursuant to Section 5.05(c)(X)(4) or Section 5.05(c)(Y)(4), as applicable, and provided that a related Class I-B or Class II-B Note Interest Trigger is not in effect on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group I or Group II Reserve Account, as applicable, on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (b)(ii) through (b)(iv) above, and to distribute such amount to the Holders of the Class I-B or Class II-B Notes, as applicable, entitled thereto in the same order and priority as is set forth in Section 5.05(c)(X)(4) or Section 5.05 (c)(Y)(4), as applicable. (vi) With respect to the Group II Notes only, in the event that the Noteholders’ Interest Distribution Amount with respect to the Class II-C Notes for a Distribution Date exceeds the amount distributed to the Holders of the Class II-C Notes pursuant to Section Section 5.05(c)(Y)(5), and provided that a Class II-C Note Interest Trigger is not in effect on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group II Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (b)(ii) through (b)(v) above, and to distribute such amount to the Holders of the Class II-C Notes entitled thereto in the same order and priority as is set forth in Section 5.05 (c)(Y)(5). (vii) With respect to the Group I Notes only, (X) in the event that on the Final Maturity Date for the Class I-A-1 Notes, the outstanding principal balance of the Class I-A-1 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the Class I-A-1 Notes on such date pursuant to Section 5.05(c)(X)(5), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vi) above and to distribute such amount to the Holders of the Class I-A-1 Notes, in the same order and priority as is set forth in Section 5.05(c)(X)(5); (Y) in the event that on the Final Maturity Date for the Class I-A-2 Notes the outstanding principal balance of the Class I-A-2 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the Class I-A-2 Notes on such date pursuant to Section 5.05(c)(X)(5), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vi) above, and to distribute such amount to the Holders of the Class I-A-2 Notes, in the same order and priority as set forth in Section 5.05(c)(X)(5); and (Z) in the event that on the Final Maturity Date for the Class I-B Notes the outstanding principal balance of the Class I-B Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the Class I-B Notes on such date pursuant to Section 5.05(c)(X)(5), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vi) above, and to distribute such amount to the Holders of the Class I-B Notes, in the same order and priority as set forth in Section 5.05(c)(X)(5). (viii) With respect to the Group II Notes only, (A) in the event that on the Final Maturity Date for the Class II-A-1 Notes, the outstanding principal balance of the Class II-A-1 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the Class II-A-1 Notes on such date pursuant to Section 5.05(c)(Y)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above and to distribute such amount to the Holders of the Class II-A-1 Notes, in the same order and priority as is set forth in Section 5.05(c)(Y)(6); (B) in the event that on the Final Maturity Date for the Class II-A-2 Notes the outstanding principal balance of the Class II-A-2 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-A-2 Notes on such date pursuant to Section 5.05(c)(Y)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-A-2 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(6); (C) in the event that on the Final Maturity Date for the Class II-A-3 Notes the outstanding principal balance of the Class II-A-3 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-A-3 Notes on such date pursuant to Section 5.05(c)(Y)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-A-3 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(6); (D) in the event that on the Final Maturity Date for the Class II-A-4 Notes the outstanding principal balance of the Class II-A-4 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-A-4 Notes on such date pursuant to Section 5.05(c)(Y)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-A-4 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(6); (E) in the event that on the Final Maturity Date for the Class II-B Notes the outstanding principal balance of the Class II-B Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-B Notes on such date pursuant to Section 5.05(c)(Y)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-B Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(6); and (F) in the event that on the Final Maturity Date for the Class II-C Notes the outstanding principal balance of the Class II-C Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-C Notes on such date pursuant to Section 5.05(c)(Y)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-C Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(6). (c) If the amount on deposit in either the Group I or Group II Reserve Account, as applicable, on any Distribution Date (without giving effect to all deposits or withdrawals therefrom on such Distribution Date) is greater than the related Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to deposit the amount of such excess into the Group I Collection Account or the Group II Collection Account, as applicable, for distribution on such Distribution Date. (d) Following the payment in full of the aggregate outstanding principal balance of the Group I or Group II Notes, as the case may be, and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Holders of Group I or Group II Notes, respectively, the Master Servicer, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee, Owner Trustee or the Administrator and the termination of the Trust, if applicable, (x) any amount remaining on deposit in the Group I Reserve Account, shall become Group II Available Funds on the related Distribution Date, and (y) any amount remaining on deposit in the Group II Reserve Account shall be distributed to the Depositor. The Depositor shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.06(d). (e) Subject to Section 5.06(b)(i) above, all amounts withdrawn from the Group I or Group II Reserve Account shall first be deposited into the Group I or Group II Collection Account, as applicable, and then transferred to the Distribution Account prior to being disbursed for the uses and to the persons set forth above.

Reserve Accounts. (a) On the Closing Date, the Depositor shall deposit the Group I Reserve Account Initial Deposit, in the amount of $575,049 915,175.00 into the Group I Reserve Account and the Group II Reserve Account Initial Deposit, in the amount of $27,748,65929,187,550.00, into the Group II Reserve Account. On the Closing Date, the Group I Reserve Account Initial Deposit and the Group II Reserve Account Initial Deposit will equal the related Specified Reserve Account Balance for the Group I and Group II Reserve Accounts, respectively, as of the Closing Date. (i) On the Business Day prior to each Distribution Date (and prior to each Monthly Servicing Payment Date with respect to Master Servicing Fees), the Administrator shall transfer (and the Indenture Trustee and the Paying Agent each hereby authorizes each such transfer) from and to the extent of funds in the Group I Reserve Account or the Group II Reserve Account, respectively, to the Distribution Account the amounts, if any, to be distributed in accordance with this Section 5.06(b), in the priority set forth below; provided, however, that Master Servicing Fees and Administration Fees to be distributed pursuant to Sections 5.06(b)(ii) and (iii) below shall be released (and the Indenture Trustee and the Paying Agent each hereby authorizes each such release) directly to the Master Servicer and the Administrator from the related Reserve Account. (ii) In the event that the Master Servicing Fee with respect to the Group I or Group II Student Loans for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Master Servicer pursuant to Sections 5.05(b) and either Section 5.05(c)(X)(1), with respect to the Group I Student Loans, or Section 5.05(c)(Y)(1), with respect to the Group II Student Loans, on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to authorize the withdrawal withdraw from the Group I or Group II Reserve Account, as the case may be, on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and the distribution of to distribute such amount to the Master Servicer. (iiiii) In the event that the fees and other amounts due to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee that are Administration Fee allocated to the Group I or Group II Notes for any Distribution Date exceed exceeds the amount distributed to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively, Administrator pursuant to Section 5.05(c)(X)(2), with respect to the Group I Notes, or Section 5.05(c)(Y)(2), with respect to the Group II Notes, on such Distribution Date, the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively, Administrator shall instruct the Indenture Trustee in writing to authorize the withdrawal withdraw from the Group I or Group II Reserve Account, as the case may be, on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph (b)(iib)(i) above, and the distribution of to distribute such amount to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively. (iviii) In the event that the Noteholders’ Interest Distribution Amount with respect to either the Group I Class A Notes or the Group II Class A Notes for a Distribution Date exceeds the amount distributed to the Holders of the Group I Class A Notes or the Group II Class A Notes, respectively, pursuant to Section 5.05(c)(X)(3), with respect to the Group I Notes, or Section 5.05(c)(Y)(3), with respect to the Group II Notes, as the case may be, on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group I or Group II Reserve Account, as applicable, on such Distribution Date an amount equal to such excess, to the extent of funds available therein in each case after giving effect to paragraphs (b)(iib)(i) and (b)(iiib)(ii) above, and to distribute such amount to the Holders of Group I or Group II Notes, as applicable, entitled thereto in the same order and priority as is set forth in Section 5.05(c)(X)(3), with respect to the Group I Notes, or Section 5.05(c)(Y)(3), with respect to the Group II Notes, as the case may be. (viv) In the event that the Noteholders’ Interest Distribution Amount with respect to the Class I-B Notes or the Class II-B Notes, as applicable, for a Distribution Date exceeds the amount distributed to the Holders of the Class I-B or the Class II-B Notes, as applicable, pursuant to Section 5.05(c)(X)(4) or Section 5.05(c)(Y)(4), as applicable, and provided that a related Class I-B or Class II-B Note Interest Trigger is not in effect on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group I or Group II Reserve Account, as applicable, on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (b)(iib)(i) through (b)(ivb)(iii) above, and to distribute such amount to the Holders of the Class I-B or Class II-B Notes, as applicable, entitled thereto in the same order and priority as is set forth in Section 5.05(c)(X)(4) or Section 5.05 (c)(Y)(4), as applicable. (viv) With respect to the Group II Notes only, in the event that the Noteholders’ Interest Distribution Amount with respect to the Class II-C Notes for a Distribution Date exceeds the amount distributed to the Holders of the Class II-C Notes pursuant to Section Section 5.05(c)(Y)(5), and provided that a Class II-C Note Interest Trigger is not in effect on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group II Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (b)(iib)(i) through (b)(vb)(iv) above, and to distribute such amount to the Holders of the Class II-C Notes entitled thereto in the same order and priority as is set forth in Section 5.05 (c)(Y)(5). (vi) With respect to the Group II Notes only, in the event that the Noteholders’ Interest Distribution Amount with respect to the Class II-D Notes for a Distribution Date exceeds the amount distributed to the Holders of the Class II-D Notes pursuant to Section Section 5.05(c)(Y)(6), and provided that a Class II-D Note Interest Trigger is not in effect on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group II Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (b)(i) through (b)(v) above, and to distribute such amount to the Holders of the Class II-D Notes entitled thereto in the same order and priority as is set forth in Section 5.05 (c)(Y)(6). (vii) With respect to the Group I Notes only, (X) in the event that on the Final Maturity Date for the Class I-A-1 Notes, the outstanding principal balance of the Class I-A-1 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the Class I-A-1 Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vib)(iv) above and to distribute such amount to the Holders of the Class I-A-1 Notes, in the same order and priority as is set forth in Section 5.05(c)(X)(55.05(c)(X)(6); (Y) in the event that on the Final Maturity Date for the Class I-A-2 Notes the outstanding principal balance of the Class I-A-2 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the Class I-A-2 Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vib)(iv) above, and to distribute such amount to the Holders of the Class I-A-2 Notes, in the same order and priority as set forth in Section 5.05(c)(X)(55.05(c)(X)(6); and (Z) in the event that on the Final Maturity Date for the Class I-B Notes the outstanding principal balance of the Class I-B Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the Class I-B Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vib)(iv) above, and to distribute such amount to the Holders of the Class I-B Notes, in the same order and priority as set forth in Section 5.05(c)(X)(55.05(c)(X)(6). (viii) With respect to the Group II Notes only, (A) in the event that on the Final Maturity Date for the Class II-A-1 Notes, the outstanding principal balance of the Class II-A-1 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the Class II-A-1 Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(viib)(vi) above and to distribute such amount to the Holders of the Class II-A-1 Notes, in the same order and priority as is set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); (B) in the event that on the Final Maturity Date for the Class II-A-2 Notes the outstanding principal balance of the Class II-A-2 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-A-2 Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(viib)(vi) above, and to distribute such amount to the Holders of the Class II-A-2 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); (C) in the event that on the Final Maturity Date for the Class II-A-3 Notes the outstanding principal balance of the Class II-A-3 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-A-3 Notes on such date pursuant to Section 5.05(c)(Y)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-A-3 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(6); (D) in the event that on the Final Maturity Date for the Class II-A-4 Notes the outstanding principal balance of the Class II-A-4 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-A-4 Notes on such date pursuant to Section 5.05(c)(Y)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-A-4 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(6); (E) in the event that on the Final Maturity Date for the Class II-B Notes the outstanding principal balance of the Class II-B Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-B Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(viib)(vi) above, and to distribute such amount to the Holders of the Class II-B Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); and (FD) in the event that on the Final Maturity Date for the Class II-II C Notes the outstanding principal balance of the Class II-C Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-C Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(viib)(vi) above, and to distribute such amount to the Holders of the Class II-C Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); and (E) in the event that on the Final Maturity Date for the Class II-D Notes the outstanding principal balance of the Class II-D Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-D Notes on such date pursuant to Section 5.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(i) through (b)(vi) above, and to distribute such amount to the Holders of the Class II-D Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(8). (c) If the amount on deposit in either the Group I or Group II Reserve Account, as applicable, on any Distribution Date (without giving effect to all deposits or withdrawals therefrom on such Distribution Date) is greater than the related Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to deposit the amount of such excess into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, for distribution on such Distribution Date. (d) Following the payment in full of the aggregate outstanding principal balance of the Group I or Group II Notes, as the case may be, and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Holders of Group I or Group II Notes, respectively, the Master Servicer, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee, Owner Trustee Servicer or the Administrator and the termination of the Trust, if applicable, (x) any amount remaining on deposit in the Group I Reserve Account, shall become Group II Available Funds on the related Distribution Date, and (y) any amount remaining on deposit in the Group II Reserve Account shall be distributed to the Depositor. The Depositor shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.06(d). (e) Subject to Section 5.06(b)(i) aboveNotwithstanding the foregoing, all amounts withdrawn from the Group I or Group II Reserve Account shall first be deposited into the Group I or Group II Collection Account Sub-Account, as applicable, and then transferred to the Distribution Account prior to being disbursed for the uses and to the persons set forth above.

Reserve Accounts. (a) On the Closing Date, the Depositor shall deposit the Group I Reserve Account Initial Deposit, in the amount of $575,049 1,028,750 into the Group I Reserve Account and the Group II Reserve Account Initial Deposit, in the amount of $27,748,65922,104,950, into the Group II Reserve Account. On the Closing Date, the Group I Reserve Account Initial Deposit and the Group II Reserve Account Initial Deposit will equal the related Specified Reserve Account Balance for the Group I and Group II Reserve Accounts, respectively, as of the Closing Date. (i) On the Business Day prior to each Distribution Date (and prior to each Monthly Servicing Payment Date with respect to Master Servicing Fees), the Administrator shall transfer (and the Indenture Trustee and the Paying Agent each hereby authorizes each such transfer) from and to the extent of funds in the Group I Reserve Account or the Group II Reserve Account, respectively, to the Distribution Account the amounts, if any, to be distributed in accordance with this Section 5.06(b), in the priority set forth below; provided, however, that Master Servicing Fees and Administration Fees to be distributed pursuant to Sections 5.06(b)(ii) and (iii) below shall be released (and the Indenture Trustee and the Paying Agent each hereby authorizes each such release) directly to the Master Servicer and the Administrator from the related Reserve Account. (ii) In the event that the Master Servicing Fee with respect to the Group I or Group II Student Loans for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Master Servicer pursuant to Sections 5.05(b) and either Section 5.05(c)(X)(1), with respect to the Group I Student Loans, or Section 5.05(c)(Y)(1), with respect to the Group II Student Loans, on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to authorize the withdrawal withdraw from the Group I or Group II Reserve Account, as the case may be, on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and the distribution of to distribute such amount to the Master Servicer. (iiiii) In the event that the fees and other amounts due to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee that are Administration Fee allocated to the Group I or Group II Notes for any Distribution Date exceed exceeds the amount distributed to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively, Administrator pursuant to Section 5.05(c)(X)(2), with respect to the Group I Notes, or Section 5.05(c)(Y)(2), with respect to the Group II Notes, on such Distribution Date, the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively, Administrator shall instruct the Indenture Trustee in writing to authorize the withdrawal withdraw from the Group I or Group II Reserve Account, as the case may be, on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph (b)(iib)(i) above, and the distribution of to distribute such amount to the Administrator. (iii) With respect to the Group II Notes only, in the event that the amounts due to the Securities Insurer for the Insurer Premium for any Distribution Date exceeds the amount distributed to the Securities Insurer pursuant to Section 5.05(c)(Y)(3) on such Distribution Date, the Administrator shall instruct the Indenture TrusteeTrustee in writing to withdraw from the Group II Reserve Account on such Distribution Date (provided that no Securities Insurer Payment Default has occurred and is continuing) an amount equal to such excess, Paying Agentto the extent of funds available therein after giving effect to paragraphs (b)(i) and b(ii) above, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectivelyand to distribute such amount to the Securities Insurer. (iv) In the event that the Noteholders’ Interest Distribution Amount with respect to either the Group I Class A Notes or the Group II Class A Notes Notes, or the Net Payment with respect to the Group I Interest Rate Swap (including the remainder of any related Termination Payment resulting from an Event of Default (as defined in the Group I Interest Rate Swap) to the extent that the Trust is the Defaulting Party (as defined in the Group I Interest Rate Swap) (other than an Event of Default specified in Section 5(a)(i) of the Group I Interest Rate Swap)), if any, due the Swap Counterparty, for a Distribution Date exceeds the amount distributed to the Holders holders of the Group I Class A Notes or the Group II Class A Notes, respectively, and the Swap Counterparty, as applicable, pursuant to Section 5.05(c)(X)(3), with respect to the Group I Notes, or Section 5.05(c)(Y)(35.05(c)(Y)(4), with respect to the Group II Notes, as the case may be, on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group I or Group II Reserve Account, as applicable, on such Distribution Date an amount equal to such excess, to the extent of funds available therein in each case after giving effect to paragraphs paragraph (b)(iib)(i) and (b)(iiithrough b(iii) above, and to distribute such amount pro rata (based on the amount of such excess allocable to the Holders holders of the Group I Class A Notes or the Group II Class A Notes, as applicable, on the one hand and the Swap Counterparty under the Group I Interest Rate Swap on the other hand) to (x) the holders of Group I or Group II Notes, as applicable, entitled thereto in the same order and priority as is set forth in Section 5.05(c)(X)(3), with respect to the Group I Notes, or Section 5.05(c)(Y)(35.05(c)(Y)(4), with respect to the Group II Notes, as the case may be, and (y) to the Swap Counterparty under the Group I Interest Rate Swap; provided, however, that, amounts on deposit in the Group I or Group II Reserve Account, as applicable, will not be available to cover any unpaid related Noteholders’ Interest Index Carryover with respect to the Group I Class A Notes or the Group II Class A Notes (other than the Class II-A-IO Notes), respectively. (v) In the event that the Noteholders’ Interest Distribution Amount with respect to the Class I-B Notes or the Class II-B Notes, as applicable, for a Distribution Date exceeds the amount distributed to the Holders holders of the Class I-B or the Class II-B Notes, as applicable, pursuant to Section 5.05(c)(X)(45.05(c)(X)(5) or Section 5.05(c)(Y)(45.05(c)(Y)(5), as applicable, and provided that a related Class I-B or Class II-B Subordinate Note Interest Trigger is not in effect on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group I or Group II Reserve Account, as applicable, on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs paragraph (b)(iib)(i) through (b)(iv) above, and to distribute such amount to the Holders holders of the Class I-B or Class II-B Notes, as applicable, entitled thereto in the same order and priority as is set forth in Section 5.05(c)(X)(45.05(c)(X)(5) or Section 5.05 (c)(Y)(4c)(Y)(5), as applicable; provided, however, that, amounts on deposit in the Group I or Group II Reserve Account will not be available to cover any unpaid Noteholders’ Interest Index Carryover with respect to the Class I-B or Class II-B Notes, as applicable. (vi) With respect In the event and to the Group II Notes onlyextent that on any Distribution Date, in the event that the Noteholders’ Interest Distribution there is a Realized Loss Amount with respect to either the Class II-C Notes for a Distribution Date exceeds the amount distributed to the Holders of the Class II-C Notes pursuant to Section Section 5.05(c)(Y)(5), and provided that a Class II-C Note Interest Trigger is not in effect on such Distribution DateGroup I or Group II Student Loans, the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I or Group II Reserve Account Account, respectively, on such Distribution Date date an amount equal to such excessthe Realized Loss Amount for the Group I or Group II Student Loans, as applicable, to the extent of funds available therein therein, in each case after giving effect to paragraphs (b)(iib)(i) through (b)(v) above, and to distribute such amount to the Holders of the Class II-C Notes entitled thereto amounts, in the same order and of priority as is set forth in Section 5.05 (c)(Y)(5)5.05(c)(X)(6) with respect to the Group I Notes or Section 5.05(c)(Y)(8) with respect to the Group II Notes. (vii) With respect to the Group I Notes only, (X) in the event that on the Final Maturity Date for the Class I-A-1 Notes, the outstanding principal balance of the Class I-A-1 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders holders of the Class I-A-1 Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vi) above and to distribute such amount to the Holders holders of the Class I-A-1 Notes, in the same order and priority as is set forth in Section 5.05(c)(X)(55.05(c)(X)(6); (Y) in the event that on the Final Maturity Date for the Class I-A-2 Notes the outstanding principal balance of the Class I-A-2 Notes (prior to giving effect to any distribution of principal thereon on such date) ), exceeds the amount of principal distributed to the Holders holders of the Class I-A-2 Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vi) above, and to distribute such amount to the Holders holders of the Class I-A-2 Notes, in the same order and priority as set forth in Section 5.05(c)(X)(55.05(c)(X)(6); and (Z) in the event that on the Final Maturity Date for the Class I-B Notes the outstanding principal balance of the Class I-B Notes (prior to giving effect to any distribution of principal thereon on such date) ), exceeds the amount of principal distributed to the Holders holders of the Class I-B Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vi) above, and to distribute such amount to the Holders holders of the Class I-B Notes, in the same order and priority as set forth in Section 5.05(c)(X)(55.05(c)(X)(6). (viii) With respect to the Group II Notes only, (AW) in the event that on the Final Maturity Date for the Class II-A-1 Notes, the outstanding principal balance of the Class II-A-1 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders holders of the Class II-A-1 Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vii) above and to distribute such amount to the Holders holders of the Class II-A-1 Notes, in the same order and priority as is set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); (BX) in the event that on the Final Maturity Date for the Class II-A-2 Notes the outstanding principal balance of the Class II-A-2 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders holders of the Class II-A-2 Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vii) above, and to distribute such amount to the Holders holders of the Class II-A-2 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); , (CY) in the event that on the Final Maturity Date for the Class II-A-3 Notes the outstanding principal balance of the Class II-A-3 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders holders of the Class II-A-3 Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vii) above, and to distribute such amount to the Holders holders of the Class II-A-3 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); and (D) in the event that on the Final Maturity Date for the Class II-A-4 Notes the outstanding principal balance of the Class II-A-4 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-A-4 Notes on such date pursuant to Section 5.05(c)(Y)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-A-4 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(6); (EZ) in the event that on the Final Maturity Date for the Class II-B Notes the outstanding principal balance of the Class II-B Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders holders of the Class II-B Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vii) above, and to distribute such amount to the Holders holders of the Class II-B Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(6); and (F) in the event that on the Final Maturity Date for the Class II-C Notes the outstanding principal balance of the Class II-C Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-C Notes on such date pursuant to Section 5.05(c)(Y)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-C Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8). (c) If the amount on deposit in either the Group I or Group II Reserve Account, as applicable, on any Distribution Date (without giving effect to all deposits or withdrawals therefrom on such Distribution Date) is greater than the related Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to deposit the amount of such excess into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, for distribution on such Distribution Date. (d) Following the payment in full of the aggregate outstanding principal balance of the Group I or Group II Notes (other than the Class II-A-IO Notes), as the case may be, and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Holders holders of Group I or Group II Notes, respectively, the Securities Insurer (with respect to the Group II Insured Notes only), the Swap Counterparty (with respect to the Group I Notes only), the Master Servicer, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee, Owner Trustee Servicer or the Administrator (including any related Noteholders’ Interest Index Carryover for each Class of Notes other than the Class II-A-IO Notes), or (with respect to the Group II Insured Notes only) under the Insurance Agreement to the Securities Insurer, or under the Group I Interest Rate Swap, to the Swap Counterparty and the termination of the Trust, if applicable, (x) any amount remaining on deposit in the Group I Reserve Account, shall become Group II Available Funds on the related Distribution Date, and (y) any amount remaining on deposit in the Group II Reserve Account shall be distributed to the Depositor. The Depositor shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.06(d). (e) Subject to Section 5.06(b)(i) aboveNotwithstanding the foregoing, all amounts withdrawn from the Group I or Group II Reserve Account shall first be deposited into the Group I or Group II Collection Account Sub-Account, as applicable, and then transferred to the Distribution Account prior to being disbursed for the uses and to the persons set forth above.

Reserve Accounts. (a) On the Closing Date, the Depositor shall deposit the [Group I I] Reserve Account Initial Deposit, in the amount of $575,049 [____] into the [Group I I] Reserve Account and the [Group II II] Reserve Account Initial Deposit, in the amount of $27,748,659[____], into the [Group II II] Reserve Account. On the Closing Date, the [Group I I] Reserve Account Initial Deposit and the [Group II II] Reserve Account Initial Deposit will equal the related Specified Reserve Account Balance for the [Group I I] and [Group II II] Reserve Accounts, respectively, as of the Closing Date. (i) On the Business Day prior to each Distribution Date (and prior to each Monthly Servicing Payment Date with respect to Master Servicing Fees), the Administrator shall transfer (and the Indenture Trustee and the Paying Agent each hereby authorizes each such transfer) from and to the extent of funds in the [Group I I] Reserve Account or the [Group II II] Reserve Account, respectively, to the Distribution Account the amounts, if any, to be distributed in accordance with this Section 5.06(b), in the priority set forth below; provided, however, that Master Servicing Fees and Administration Fees to be distributed pursuant to Sections 5.06(b)(ii) and (iii) below shall be released (and the Indenture Trustee and the Paying Agent each hereby authorizes each such release) directly to the Master Servicer and the Administrator from the related relevant Reserve Account. (ii) In the event that the Master Servicing Fee with respect to the [Group I I] or [Group II II] Student Loans for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Master Servicer pursuant to Sections 5.05(b) and either Section 5.05(c)(X)(1), with respect to the [Group I I] Student Loans, or Section 5.05(c)(Y)(1), with respect to the [Group II II] Student Loans, on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to authorize the withdrawal from the [Group I I] or [Group II II] Reserve Account, as the case may be, on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and the distribution of such amount to the Master Servicer. (iii) In the event that the fees and other amounts due to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee that are Administration Fee allocated to the [Group I I] or [Group II II] Notes for any Distribution Date exceed exceeds the amount distributed to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively, Administrator pursuant to Section 5.05(c)(X)(2), with respect to the [Group I I] Notes, or Section 5.05(c)(Y)(2), with respect to the [Group II II] Notes, on such Distribution Date, the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively, Administrator shall instruct the Indenture Trustee in writing to authorize the withdrawal from the [Group I I] or [Group II II] Reserve Account, as the case may be, on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph (b)(ii) above, and the distribution of such amount to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively. (iv) In the event that the Noteholders’ Interest Distribution Amount with respect to either the [Group I Class A A] Notes or the [Group II Class A A] Notes for a Distribution Date exceeds the amount distributed to the Holders of the [Group I Class A A] Notes or the [Group II Class A A] Notes, respectively, pursuant to Section 5.05(c)(X)(3), with respect to the [Group I I] Notes, or Section 5.05(c)(Y)(3), with respect to the [Group II II] Notes, as the case may be, on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the [Group I I] or [Group II II] Reserve Account, as applicable, on such Distribution Date an amount equal to such excess, to the extent of funds available therein in each case after giving effect to paragraphs (b)(ii) and (b)(iii) above, and to distribute such amount to the Holders of [Group I I] or [Group II II] Notes, as applicable, entitled thereto in the same order and priority as is set forth in Section 5.05(c)(X)(3), with respect to the [Group I I] Notes, or Section 5.05(c)(Y)(3), with respect to the [Group II II] Notes, as the case may be. (v) In the event that the Noteholders’ Interest Distribution Amount with respect to the [Class I-B B] Notes or the [Class II-B B] Notes, as applicable, for a Distribution Date exceeds the amount distributed to the Holders of the [Class I-B B] or the [Class II-B B] Notes, as applicable, pursuant to Section 5.05(c)(X)(4) or Section 5.05(c)(Y)(4), as applicable, and provided that a related [Class I-B B] or [Class II-B B] Note Interest Trigger is not in effect on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the [Group I I] or [Group II II] Reserve Account, as applicable, on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (b)(ii) through (b)(iv) above, and to distribute such amount to the Holders of the [Class I-B B] or [Class II-B B] Notes, as applicable, entitled thereto in the same order and priority as is set forth in Section 5.05(c)(X)(4) or Section 5.05 (c)(Y)(4), as applicable. (vi) With respect to the [Group II II] Notes only, in the event that the Noteholders’ Interest Distribution Amount with respect to the [Class II-C C] Notes for a Distribution Date exceeds the amount distributed to the Holders of the [Class II-C C] Notes pursuant to Section Section 5.05(c)(Y)(5), and provided that a [Class II-C C] Note Interest Trigger is not in effect on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the [Group II II] Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (b)(ii) through (b)(v) above, and to distribute such amount to the Holders of the [Class II-C C] Notes entitled thereto in the same order and priority as is set forth in Section 5.05 (c)(Y)(5). (vii) With respect to the [Group I I] Notes only, (X) in the event that on the Final Maturity Date for the [Class I-A-1 A-1] Notes, the outstanding principal balance of the [Class I-A-1 A-1] Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the [Class I-A-1 A-1] Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the [Group I I] Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vi) above and to distribute such amount to the Holders of the [Class I-A-1 A-1] Notes, in the same order and priority as is set forth in Section 5.05(c)(X)(55.05(c)(X)(6); (Y) in the event that on the Final Maturity Date for the [Class I-A-2 A-2] Notes the outstanding principal balance of the [Class I-A-2 A-2] Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the [Class I-A-2 A-2] Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the [Group I I] Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vi) above, and to distribute such amount to the Holders of the [Class I-A-2 A-2] Notes, in the same order and priority as set forth in Section 5.05(c)(X)(55.05(c)(X)(6); and (Z) in the event that on the Final Maturity Date for the [Class I-B B] Notes the outstanding principal balance of the [Class I-B B] Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the [Class I-B B] Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the [Group I I] Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vi) above, and to distribute such amount to the Holders of the [Class I-B B] Notes, in the same order and priority as set forth in Section 5.05(c)(X)(55.05(c)(X)(6). (viii) With respect to the [Group II II] Notes only, (A) in the event that on the Final Maturity Date for the [Class II-A-1 A-1] Notes, the outstanding principal balance of the [Class II-A-1 A-1] Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the [Class II-A-1 A-1] Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the [Group II II] Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above and to distribute such amount to the Holders of the [Class II-A-1 A-1] Notes, in the same order and priority as is set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); (B) in the event that on the Final Maturity Date for the [Class II-A-2 A-2] Notes the outstanding principal balance of the [Class II-A-2 A-2] Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the [Class II-A-2 A-2] Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the [Group II II] Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the [Class II-A-2 A-2] Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); (C) in the event that on the Final Maturity Date for the [Class II-A-3 A-3] Notes the outstanding principal balance of the [Class II-A-3 A-3] Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the [Class II-A-3 A-3] Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the [Group II II] Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the [Class II-A-3 A-3] Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); (D) in the event that on the Final Maturity Date for the [Class II-A-4 A-4] Notes the outstanding principal balance of the [Class II-A-4 A-4] Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the [Class II-A-4 A-4] Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the [Group II II] Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the [Class II-A-4 A-4] Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); (E) in the event that on the Final Maturity Date for the [Class II-B B] Notes the outstanding principal balance of the [Class II-B B] Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the [Class II-B B] Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the [Group II II] Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the [Class II-B B] Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); and (F) in the event that on the Final Maturity Date for the [Class II-C C] Notes the outstanding principal balance of the [Class II-C C] Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the [Class II-C C] Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the [Group II II] Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the [Class II-C C] Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8). (c) If the amount on deposit in either the [Group I I] or [Group II II] Reserve Account, as applicable, on any Distribution Date (without giving effect to all deposits or withdrawals therefrom on such Distribution Date) is greater than the related Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to deposit the amount of such excess into the [Group I I] Collection Account or the [Group II II] Collection Account, as applicable, for distribution on such Distribution Date. (d) Following the payment in full of the aggregate outstanding principal balance of the [Group I I] or [Group II II] Notes, as the case may be, and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Holders of [Group I I] or [Group II II] Notes, respectively, the Master Servicer, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee, Owner Trustee Servicer or the Administrator and the termination of the Trust, if applicable, (x) any amount remaining on deposit in the [Group I I] Reserve Account, shall become [Group II II] Available Funds on the related Distribution Date, and (y) any amount remaining on deposit in the [Group II II] Reserve Account shall be distributed to the Depositor. The Depositor shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.06(d). (e) Subject to Section 5.06(b)(i) above, all amounts withdrawn from the [Group I I] or [Group II II] Reserve Account shall first be deposited into the [Group I I] or [Group II II] Collection Account, as applicable, and then transferred to the Distribution Account prior to being disbursed for the uses and to the persons set forth above.

Reserve Accounts. (a) On the Closing Date, the Depositor shall deposit the Group I Reserve Account Initial Deposit, in the amount of $575,049 731,301 into the Group I Reserve Account and the Group II Reserve Account Initial Deposit, in the amount of $27,748,65923,549,535, into the Group II Reserve Account. On the Closing Date, the Group I Reserve Account Initial Deposit and the Group II Reserve Account Initial Deposit will equal the related Specified Reserve Account Balance for the Group I and Group II Reserve Accounts, respectively, as of the Closing Date. (i) On the Business Day prior to each Distribution Date (and prior to each Monthly Servicing Payment Date with respect to Master Servicing Fees), the Administrator shall transfer (and the Indenture Trustee and the Paying Agent each hereby authorizes each such transfer) from and to the extent of funds in the Group I Reserve Account or the Group II Reserve Account, respectively, to the Distribution Account the amounts, if any, to be distributed in accordance with this Section 5.06(b), in the priority set forth below; provided, however, that Master Servicing Fees and Administration Fees to be distributed pursuant to Sections 5.06(b)(ii) and (iii) below shall be released (and the Indenture Trustee and the Paying Agent each hereby authorizes each such release) directly to the Master Servicer and the Administrator from the related relevant Reserve Account. (ii) In the event that the Master Servicing Fee with respect to the Group I or Group II Student Loans for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Master Servicer pursuant to Sections 5.05(b) and either Section 5.05(c)(X)(1), with respect to the Group I Student Loans, or Section 5.05(c)(Y)(1), with respect to the Group II Student Loans, on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to authorize the withdrawal from the Group I or Group II Reserve Account, as the case may be, on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and the distribution of such amount to the Master Servicer. (iii) In the event that the fees and other amounts due to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee that are Administration Fee allocated to the Group I or Group II Notes for any Distribution Date exceed exceeds the amount distributed to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively, Administrator pursuant to Section 5.05(c)(X)(2), with respect to the Group I Notes, or Section 5.05(c)(Y)(2), with respect to the Group II Notes, on such Distribution Date, the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively, Administrator shall instruct the Indenture Trustee in writing to authorize the withdrawal from the Group I or Group II Reserve Account, as the case may be, on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph (b)(ii) above, and the distribution of such amount to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively. (iv) In the event that the Noteholders’ Interest Distribution Amount with respect to either the Group I Class A Notes or the Group II Class A Notes for a Distribution Date exceeds the amount distributed to the Holders of the Group I Class A Notes or the Group II Class A Notes, respectively, pursuant to Section 5.05(c)(X)(3), with respect to the Group I Notes, or Section 5.05(c)(Y)(3), with respect to the Group II Notes, as the case may be, on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group I or Group II Reserve Account, as applicable, on such Distribution Date an amount equal to such excess, to the extent of funds available therein in each case after giving effect to paragraphs (b)(ii) and (b)(iii) above, and to distribute such amount to the Holders of Group I or Group II Notes, as applicable, entitled thereto in the same order and priority as is set forth in Section 5.05(c)(X)(3), with respect to the Group I Notes, or Section 5.05(c)(Y)(3), with respect to the Group II Notes, as the case may be. (v) In the event that the Noteholders’ Interest Distribution Amount with respect to the Class I-B Notes or the Class II-B Notes, as applicable, for a Distribution Date exceeds the amount distributed to the Holders of the Class I-B or the Class II-B Notes, as applicable, pursuant to Section 5.05(c)(X)(4) or Section 5.05(c)(Y)(4), as applicable, and provided that a related Class I-B or Class II-B Note Interest Trigger is not in effect on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group I or Group II Reserve Account, as applicable, on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (b)(ii) through (b)(iv) above, and to distribute such amount to the Holders of the Class I-B or Class II-B Notes, as applicable, entitled thereto in the same order and priority as is set forth in Section 5.05(c)(X)(4) or Section 5.05 (c)(Y)(4), as applicable. (vi) With respect to the Group II Notes only, in the event that the Noteholders’ Interest Distribution Amount with respect to the Class II-C Notes for a Distribution Date exceeds the amount distributed to the Holders of the Class II-C Notes pursuant to Section Section 5.05(c)(Y)(5), and provided that a Class II-C Note Interest Trigger is not in effect on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group II Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (b)(ii) through (b)(v) above, and to distribute such amount to the Holders of the Class II-C Notes entitled thereto in the same order and priority as is set forth in Section 5.05 (c)(Y)(5). (vii) With respect to the Group I Notes only, (X) in the event that on the Final Maturity Date for the Class I-A-1 Notes, the outstanding principal balance of the Class I-A-1 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the Class I-A-1 Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vi) above and to distribute such amount to the Holders of the Class I-A-1 Notes, in the same order and priority as is set forth in Section 5.05(c)(X)(55.05(c)(X)(6); (Y) in the event that on the Final Maturity Date for the Class I-A-2 Notes the outstanding principal balance of the Class I-A-2 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the Class I-A-2 Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vi) above, and to distribute such amount to the Holders of the Class I-A-2 Notes, in the same order and priority as set forth in Section 5.05(c)(X)(55.05(c)(X)(6); and (Z) in the event that on the Final Maturity Date for the Class I-B Notes the outstanding principal balance of the Class I-B Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the Class I-B Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vi) above, and to distribute such amount to the Holders of the Class I-B Notes, in the same order and priority as set forth in Section 5.05(c)(X)(55.05(c)(X)(6). (viii) With respect to the Group II Notes only, (A) in the event that on the Final Maturity Date for the Class II-A-1 Notes, the outstanding principal balance of the Class II-A-1 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders of the Class II-A-1 Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above and to distribute such amount to the Holders of the Class II-A-1 Notes, in the same order and priority as is set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); (B) in the event that on the Final Maturity Date for the Class II-A-2 Notes the outstanding principal balance of the Class II-A-2 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-A-2 Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-A-2 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); (C) in the event that on the Final Maturity Date for the Class II-A-3 Notes the outstanding principal balance of the Class II-A-3 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-A-3 Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-A-3 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); (D) in the event that on the Final Maturity Date for the Class II-A-4 Notes the outstanding principal balance of the Class II-A-4 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-A-4 Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-A-4 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); (E) in the event that on the Final Maturity Date for the Class II-B Notes the outstanding principal balance of the Class II-B Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-B Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-B Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); and (F) in the event that on the Final Maturity Date for the Class II-C Notes the outstanding principal balance of the Class II-C Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-C Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-C Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8). (c) If the amount on deposit in either the Group I or Group II Reserve Account, as applicable, on any Distribution Date (without giving effect to all deposits or withdrawals therefrom on such Distribution Date) is greater than the related Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to deposit the amount of such excess into the Group I Collection Account or the Group II Collection Account, as applicable, for distribution on such Distribution Date. (d) Following the payment in full of the aggregate outstanding principal balance of the Group I or Group II Notes, as the case may be, and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Holders of Group I or Group II Notes, respectively, the Master Servicer, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee, Owner Trustee Servicer or the Administrator and the termination of the Trust, if applicable, (x) any amount remaining on deposit in the Group I Reserve Account, shall become Group II Available Funds on the related Distribution Date, and (y) any amount remaining on deposit in the Group II Reserve Account shall be distributed to the Depositor. The Depositor shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.06(d). (e) Subject to Section 5.06(b)(i) above, all amounts withdrawn from the Group I or Group II Reserve Account shall first be deposited into the Group I or Group II Collection Account, as applicable, and then transferred to the Distribution Account prior to being disbursed for the uses and to the persons set forth above.

Reserve Accounts. (a) On the Closing Date, the Depositor shall deposit the Group I Reserve Account Initial Deposit, in the amount of $575,049 682,500, into the Group I Reserve Account and the Group II Reserve Account Initial Deposit, in the amount of $27,748,65920,640,000, into the Group II Reserve Account. On the Closing Date, the Group I Reserve Account Initial Deposit and the Group II Reserve Account Initial Deposit will equal the related Specified Reserve Account Balance for the Group I and Group II Reserve Accounts, respectively, as of the Closing Date. (i) On the Business Day prior to each Distribution Date (and prior to each Monthly Servicing Payment Date with respect to Master Servicing Fees), the Administrator shall transfer (and the Indenture Trustee and the Paying Agent each hereby authorizes each such transfer) from and to the extent of funds in the Group I Reserve Account or the Group II Reserve Account, respectively, to the Distribution Account the amounts, if any, to be distributed in accordance with this Section 5.06(b), in the priority set forth below; provided, however, that Master Servicing Fees and Administration Fees to be distributed pursuant to Sections 5.06(b)(ii) and (iii) below shall be released (and the Indenture Trustee and the Paying Agent each hereby authorizes each such release) directly to the Master Servicer and the Administrator from the related Reserve Account. (ii) In the event that the Master Servicing Fee with respect to the Group I or Group II Student Loans for any Monthly Servicing Payment Date or Distribution Date exceeds the amount distributed to the Master Servicer pursuant to Sections 5.05(b5.05(b)(ii) and either Section 5.05(c)(X)(1), with respect to the Group I Student Loans, or Section 5.05(c)(Y)(15.05(c)(Y)(2), with respect to the Group II Student Loans, on such Monthly Servicing Payment Date or Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to authorize the withdrawal withdraw from the Group I or Group II Reserve Account, as the case may be, on such Monthly Servicing Payment Date or Distribution Date an amount equal to such excess, to the extent of funds available therein, and the distribution of to distribute such amount to the Master Servicer. (iiiii) In the event that the fees and other amounts due to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee that are Administration Fee allocated to the Group I or Group II Notes for any Distribution Date exceed exceeds the amount distributed to the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively, Administrator pursuant to Section 5.05(c)(X)(2), with respect to the Group I Notes, or Section 5.05(c)(Y)(25.05(c)(Y)(3), with respect to the Group II Notes, on such Distribution Date, the Administrator, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectively, Administrator shall instruct the Indenture Trustee in writing to authorize the withdrawal withdraw from the Group I or Group II Reserve Account, as the case may be, on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraph (b)(iib)(i) above, and the distribution of to distribute such amount to the Administrator. (iii) With respect to the Group II Notes only, in the event that the amounts due to the Securities Insurer for the Insurer Premium for any Distribution Date exceeds the amount distributed to the Securities Insurer pursuant to Section 5.05(c)(Y)(4) on such Distribution Date, the Administrator shall instruct the Indenture TrusteeTrustee in writing to withdraw from the Group II Reserve Account on such Distribution Date (provided that no Securities Insurer Payment Default has occurred and is continuing) an amount equal to such excess, Paying Agentto the extent of funds available therein after giving effect to paragraphs (b)(i) and b(ii) above, Note Registrar, Eligible Lender Trustee or Owner Trustee, respectivelyand to distribute such amount to the Securities Insurer. (iv) In the event that the Noteholders’ ' Interest Distribution Amount with respect to either the Group I Class A Notes or the Group II Class A Notes Notes, or the related Net Payment with respect to the Group I or Group II Interest Rate Swap, respectively (including the remainder of any related Termination Payment resulting from an Event of Default (as defined in the related Interest Rate Swap) to the extent that the Trust is the Defaulting Party (as defined in the related Interest Rate Swap) (other than an Event of Default specified in Section 5(a)(i) of the related Interest Rate Swap)), if any, due the Swap Counterparty, for a Distribution Date exceeds the amount distributed to the Holders holders of the Group I Class A Notes or the Group II Class A Notes, respectively, and the Swap Counterparty, as applicable, pursuant to Section 5.05(c)(X)(3), with respect to the Group I Notes, or Section 5.05(c)(Y)(35.05(c)(Y)(5), with respect to the Group II Notes, as the case may be, on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group I or Group II Reserve Account, as applicable, on such Distribution Date an amount equal to such excess, to the extent of funds available therein in each case after giving effect to paragraphs paragraph (b)(iib)(i) and (b)(iiithrough b(iii) above, and to distribute such amount pro rata (based on the amount of such excess allocable to the Holders holders of the Group I Class A Notes or the Group II Class A Notes, as applicable, on the one hand and the Swap Counterparty under the related Interest Rate Swap on the other hand) to (x) the holders of Group I or Group II Notes, as applicable, entitled thereto in the same order and priority as is set forth in Section 5.05(c)(X)(3), with respect to the Group I Notes, or Section 5.05(c)(Y)(35.05(c)(Y)(5), with respect to the Group II Notes, as the case may be, and (y) to the Swap Counterparty under the related Interest Rate Swap; provided, however, that, amounts on deposit in the Group I or Group II Reserve Account, as applicable, will not be available to cover any unpaid Noteholders' Interest Index Carryover with respect to the Group I Class A Notes or the Group II Class A Notes, respectively. (v) In the event that the Noteholders’ ' Interest Distribution Amount with respect to the Class I-B Notes or the Class II-B Notes, as applicable, for a Distribution Date exceeds the amount distributed to the Holders holders of the Class I-B or the Class II-B Notes, as applicable, Notes pursuant to Section 5.05(c)(X)(45.05(c)(X)(5) or Section 5.05(c)(Y)(4), as applicable, and provided that a related Class I-B or Class II-B Subordinate Note Interest Trigger is not in effect on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group I or Group II Reserve Account, as applicable, on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs (b)(ii) through (b)(iv) above, and to distribute such amount to the Holders of the Class I-B or Class II-B Notes, as applicable, entitled thereto in the same order and priority as is set forth in Section 5.05(c)(X)(4) or Section 5.05 (c)(Y)(4), as applicable. (vi) With respect to the Group II Notes only, in the event that the Noteholders’ Interest Distribution Amount with respect to the Class II-C Notes for a Distribution Date exceeds the amount distributed to the Holders of the Class II-C Notes pursuant to Section Section 5.05(c)(Y)(5), and provided that a Class II-C Note Interest Trigger is not in effect on such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to withdraw from the Group II Reserve Account on such Distribution Date an amount equal to such excess, to the extent of funds available therein after giving effect to paragraphs paragraph (b)(iib)(i) through (b)(vb(iv) above, and to distribute such amount to the Holders holders of the Class III-C B Notes entitled thereto in the same order and priority as is set forth in Section 5.05 5.05(c)(X)(5); provided, however, that, amounts on deposit in the Group I Reserve Account will not be available to cover any unpaid Noteholders' Interest Index Carryover with respect to the Class I-B Notes. (c)(Y)(5)vi) In the event and to the extent that on any Distribution Date, there is a Realized Loss Amount with respect to either the Group I or Group II Student Loans, the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I or Group II Reserve Account, respectively, on such date an amount equal to the Realized Loss Amount for the Group I or Group II Student Loans, as applicable, to the extent of funds available therein, in each case after giving effect to paragraphs (b)(i) through (b)(v) above, and to distribute such amounts, in the order of priority set forth in Section 5.05(c)(X)(6) with respect to the Group I Notes or Section 5.05(c)(Y)(8) with respect to the Group II Notes. (vii) With respect to the Group I Notes only, (X) in the event that on the Final Maturity Date for the Class I-A-1 Notes, the outstanding principal balance of the Class I-A-1 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders holders of the Class I-A-1 Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vi) above and to distribute such amount to the Holders holders of the Class I-A-1 Notes, in the same order and priority as is set forth in Section 5.05(c)(X)(55.05(c)(X)(6); (Y) in the event that on the Final Maturity Date for the Class I-A-2 Notes the outstanding principal balance of the Class I-A-2 Notes (prior to giving effect to any distribution of principal thereon on such date) ), exceeds the amount of principal distributed to the Holders holders of the Class I-A-2 Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vi) above, and to distribute such amount to the Holders holders of the Class I-A-2 Notes, in the same order and priority as set forth in Section 5.05(c)(X)(55.05(c)(X)(6); and (Z) in the event that on the Final Maturity Date for the Class I-B Notes the outstanding principal balance of the Class I-B Notes (prior to giving effect to any distribution of principal thereon on such date) ), exceeds the amount of principal distributed to the Holders holders of the Class I-B Notes on such date pursuant to Section 5.05(c)(X)(55.05(c)(X)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group I Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vi) above, and to distribute such amount to the Holders holders of the Class I-B Notes, in the same order and priority as set forth in Section 5.05(c)(X)(55.05(c)(X)(6). (viii) With respect to the Group II Notes only, (AX) in the event that on the Final Maturity Date for the Class II-A-1 Notes, the outstanding principal balance of the Class II-A-1 Notes (prior to giving effect to any distribution of principal thereon on such date) exceeds the amount of principal distributed to the Holders holders of the Class II-A-1 Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vii) above and to distribute such amount to the Holders holders of the Class II-A-1 Notes, in the same order and priority as is set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8); and (BY) in the event that on the Final Maturity Date for the Class II-A-2 Notes the outstanding principal balance of the Class II-A-2 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders holders of the Class II-A-2 Notes on such date pursuant to Section 5.05(c)(Y)(65.05(c)(Y)(8), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(iib)(i) through (b)(vii) above, and to distribute such amount to the Holders holders of the Class II-A-2 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(6); (C) in the event that on the Final Maturity Date for the Class II-A-3 Notes the outstanding principal balance of the Class II-A-3 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-A-3 Notes on such date pursuant to Section 5.05(c)(Y)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-A-3 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(6); (D) in the event that on the Final Maturity Date for the Class II-A-4 Notes the outstanding principal balance of the Class II-A-4 Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-A-4 Notes on such date pursuant to Section 5.05(c)(Y)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-A-4 Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(6); (E) in the event that on the Final Maturity Date for the Class II-B Notes the outstanding principal balance of the Class II-B Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-B Notes on such date pursuant to Section 5.05(c)(Y)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-B Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(6); and (F) in the event that on the Final Maturity Date for the Class II-C Notes the outstanding principal balance of the Class II-C Notes (prior to giving effect to any distribution of principal thereon on such date), exceeds the amount of principal distributed to the Holders of the Class II-C Notes on such date pursuant to Section 5.05(c)(Y)(6), the Administrator shall instruct the Indenture Trustee in writing on such date to withdraw from the Group II Reserve Account on such date an amount equal to such excess, to the extent of funds available therein, after giving effect to paragraphs (b)(ii) through (b)(vii) above, and to distribute such amount to the Holders of the Class II-C Notes, in the same order and priority as set forth in Section 5.05(c)(Y)(65.05(c)(Y)(8). (c) If the amount on deposit in either the Group I or Group II Reserve Account, as applicable, on any Distribution Date (without giving effect to all deposits or withdrawals therefrom on such Distribution Date) is greater than the related Specified Reserve Account Balance for such Distribution Date, the Administrator shall instruct the Indenture Trustee in writing to deposit the amount of such excess into the Group I Collection Account Sub-Account or the Group II Collection Account Sub-Account, as applicable, for distribution on such Distribution Date. (d) Following the payment in full of the aggregate outstanding principal balance of the Group I or Group II Notes, as the case may be, and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Holders holders of Group I or Group II Notes, respectively, the Securities Insurer (with respect to the Group II Notes only), the Swap Counterparty, the Master Servicer, Indenture Trustee, Paying Agent, Note Registrar, Eligible Lender Trustee, Owner Trustee Servicer or the Administrator (including any related Noteholders' Interest Index Carryover), or (with respect to the Group II Notes only) under the Insurance Agreement to the Securities Insurer, or under the Group I or Group II Interest Rate Swap, as applicable, to the Swap Counterparty and the termination of the Trust, if applicable, (x) any amount remaining on deposit in the Group I Reserve Account, shall become Group II Available Funds on the related Distribution Date, and (y) any amount remaining on deposit in the Group II Reserve Account shall be distributed to the Depositor. The Depositor shall in no event be required to refund any amounts properly distributed pursuant to this Section 5.06(d). (e) Subject to Section 5.06(b)(i) aboveNotwithstanding the foregoing, all amounts withdrawn from the Group I or Group II Reserve Account shall first be deposited into the Group I or Group II Collection Account Sub-Account, as applicable, and then transferred to the Distribution Account prior to being disbursed for the uses and to the persons set forth above.