0000920852-97-000008 Sample Contracts

OFFICERS' CERTIFICATE
Usa Group Secondary Market Services Inc • March 28th, 1997 • Asset-backed securities

In accordance with Section 3(a) of the Administration Agreement, dated as of April 1, 1996, among SMS Student Loan Trust 1996-A, a Delaware trust (the "Issuer"), USA Group Secondary Market Services, Inc., a Delaware corporation, as administrator (the "Administrator"), and Bankers Trust Company, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (the "Indenture Trustee"), the undersigned, in their official capacities as Authorized Officers, on behalf of the Administrator, hereby certify that a review of the activities of the Administrator during the period from the closing date to December 31, 1996 and of its performance under the Administration Agreement has been made under our supervision, and to the best of our knowledge, based on such review, the Administrator has fulfilled all its obligations under the Administration Agreement throughout such period.

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