Common use of Additional Duties Clause in Contracts

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and (A) shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as it shall be that the duty of the Issuing Entity Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Related AgreementsAgreements or Sections 5.5(i), and at the request (ii), (iii) or (iv) of the Issuing Entity Trust Agreement and (B) shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee is obligated to take pursuant to the Related Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee and the Paying Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the beneficial owners of the interests in the Issuer. (iv) To the extent that any tax withholding is required as contemplated in Section 5.2(c) of the Trust Agreement, the Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before February 15, 2019, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement. (iiivi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (ivvii) It is the intention The Administrator shall give notice to each Rating Agency of: (A) any merger or consolidation of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf pursuant to Section 10.4 of the Issuing EntityTrust Agreement; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, execute and/or appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and deliver Servicing Agreement; (E) any declaration of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement; and (H) any amendment or supplement to the Administrator and its agents, and to each successor Administrator appointed Trust Agreement pursuant to Section 11.1 of the terms hereof, one or more powers of attorney substantially Trust Agreement; in the form case of Exhibit Eeach of (A) through (H), appointing promptly upon the Administrator being notified thereof by the attorneyOwner Trustee, the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-in-fact off or otherwise satisfied, within 180 days of the Issuing Entity for the purpose receipt of executing on behalf notice of the Issuing Entity all Repurchase Request by the Depositor, the Administrator shall direct the Indenture Trustee to notify such documents, reports, filings, instruments, certificates Requesting Party that the Repurchase Request remains unresolved in connection with Section 2.4(c) of the Sale and opinionsServicing Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 4.5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and (A) shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as it shall be that the duty of the Issuing Entity Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Related AgreementsAgreements or Sections 5.5(i), and at the request (ii), (iii) or (iv) of the Issuing Entity Trust Agreement and (B) shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee is obligated to take pursuant to the Related Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee and the Paying Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the beneficial owners of the interests in the Issuer. (iv) To the extent that any tax withholding is required as contemplated in Section 5.2(c) of the Trust Agreement, the Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before February 15, 2017, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement. (iiivi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (ivvii) It is the intention The Administrator shall give notice to each Rating Agency of: (A) any merger or consolidation of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf pursuant to Section 10.4 of the Issuing EntityTrust Agreement; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, execute and/or appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and deliver Servicing Agreement; (E) any declaration of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement; and (H) any amendment or supplement to the Administrator and its agents, and to each successor Administrator appointed Trust Agreement pursuant to Section 11.1 of the terms hereof, one or more powers of attorney substantially Trust Agreement; in the form case of Exhibit Eeach of (A) through (H), appointing promptly upon the Administrator being notified thereof by the attorneyOwner Trustee, the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-in-fact off or otherwise satisfied, within 180 days of the Issuing Entity for the purpose receipt of executing on behalf notice of the Issuing Entity all Repurchase Request by the Depositor, the Administrator shall direct the Indenture Trustee to notify such documents, reports, filings, instruments, certificates Requesting Party that the Repurchase Request remains unresolved in connection with Section 2.4(c) of the Sale and opinionsServicing Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreements. Subject . (ii) Notwithstanding anything in this Agreement or the Related Agreements to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing Entitycontrary, the Administrator shall administer, perform or supervise the be responsible for performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any duties of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability set forth in Section 5.05 of the AdministratorTrust Agreement with respect to, among other things, accounting and reports to the Owner. (iiiii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiiv) The Administrator shall perform the duties of the Administrator specified in the Indenture. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (ivvi) It is the intention of the parties hereto that the The Administrator shall, and the Administrator hereby h▇▇▇▇▇ agrees to, to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance Basic Documents. (vii) The Administrator shall make available to each Rating Agency notice of (i) the occurrence and continuation of any Servicer Default and shall specify in such notice the action, if any, being taken in respect of such default pursuant to Section 3.19 of the Indenture; (ii) any merger, consolidation or transfer of all or substantially all of the corporate trust business or assets of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (iii) any amendment to the Purchase Agreement pursuant to Section 6.05 of the Purchase Agreement; (iv) the Servicer’s Certificate prepared pursuant to Section 4.09 of the Sale and Servicing Agreement along with a copy thereof; (v) any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or 8.01(b) of the Sale and Servicing Agreement; (vi) the statements prepared by the Servicer in accordance with Section 5.06 of the Sale and Servicing Agreement along with copies thereof; (vii) any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement; (viii) the termination of, or appointment of a successor to, the Servicer pursuant to Section 8.03 of the Sale and Servicing Agreement; (ix) the Servicer’s optional purchase of the Owner Trust Estate and a copy of the Opinion of Counsel delivered in connection therewith pursuant to Section 9.01 of the Sale and Servicing Agreement; (x) any amendment to the Sale and Servicing Agreement pursuant to Section 10.01 of the Sale and Servicing Agreement; (xi) any merger, conversion or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; and (xii) any amendment to the Trust Agreement prior to and following execution thereof pursuant to Section 11.01 of the Trust Agreement; in the case of each of (i) through (xii), promptly upon the Administrator being notified thereof by the Indenture Trustee, the Owner Trustee shallTrustee, on behalf of or the Issuing EntityServicer, execute and deliver as applicable. Notwithstanding anything in this Agreement or the Basic Documents to the Administrator and its agentscontrary, and to in each successor Administrator appointed pursuant instance in which notice must be made available to the terms hereofRating Agencies, one or more powers of attorney substantially in the form of Exhibit E, appointing such notice shall be made available by the Administrator and, to the attorney-in-fact of extent such notice or any other document or information is only made available through a website post, the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documentsAdministrator shall inform each Rating Agency in writing that a notice, reports, filings, instruments, certificates and opinionsdocument or information has been posted.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and (A) shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as it shall be that the duty of the Issuing Entity Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Related AgreementsAgreements or Sections 5.5(i), and at the request (ii), (iii) or (iv) of the Issuing Entity Trust Agreement and (B) shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee is obligated to take pursuant to the Related Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the beneficial owners of the interests in the Issuer. (iv) To the extent that any tax withholding is required as contemplated in Section 5.2(c) of the Trust Agreement, the Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before February 15, 2017, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement. (iiivi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (ivvii) It is the intention The Administrator shall give notice to each Rating Agency of: (A) any merger or consolidation of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf pursuant to Section 10.4 of the Issuing EntityTrust Agreement; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, execute and/or appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and deliver Servicing Agreement; (E) any declaration of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement; and (H) any amendment or supplement to the Administrator and its agents, and to each successor Administrator appointed Trust Agreement pursuant to Section 11.1 of the terms hereof, one or more powers of attorney substantially Trust Agreement; in the form case of Exhibit Eeach of (A) through (H), appointing promptly upon the Administrator being notified thereof by the attorney-in-fact of Owner Trustee, the Issuing Entity for Indenture Trustee, the purpose of executing on behalf of Servicer or the Issuing Entity all such documentsNoteholders, reports, filings, instruments, certificates and opinionsas applicable.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Owner Trustee on behalf of the Issuer under the Related Agreements Indenture and the Trust Agreement including, without limitation, those duties and obligations set forth on Schedule A hereto. In furtherance thereof, the Issuer shall perform such calculations execute and shall prepare deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator as the attorney-in-fact of the Issuer, for execution by the Issuing Entity and shall cause purpose of executing on behalf of the preparation by other appropriate Persons of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall are required to be executed by the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver Issuer pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementssuch agreements. Subject to Section 5.05 4 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Depositor and the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. (ii) . The Administrator shall agrees to perform the duties of the Administrator such obligations and deliver such notices as are specified in Section 5.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Administrator under the Indenture and the Trust Agreement. (iiiii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer, the Indenture Trustee, or the Owner Trustee, and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iii) In carrying out any of its obligations under this Agreement, the Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and may enter into agreements with any of them. (iv) It is In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the intention Administrator may retain and employ agents to collect on such Student Loans and to commence any actions or proceedings the agents deem necessary in connection with such collection efforts on such Student Loans. (v) The Administrator shall cause a nationally recognized independent public accounting firm to conduct an annual audit of the parties hereto that Financed Student Loans owned by the Administrator shall, Issuer in accordance with procedures acceptable to the Rating Agencies and shall provide the Administrator hereby agrees to, execute on behalf Rating Agencies with a copy of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsaudit report.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreements. Subject . (ii) Notwithstanding anything in this Agreement or the Related Agreements to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing Entitycontrary, the Administrator shall administer, perform or supervise the be responsible for performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any duties of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability set forth in Section 5.05 of the AdministratorTrust Agreement with respect to, among other things, accounting and reports to the Owner. (iiiii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (ivv) It is the intention of the parties hereto that the Administrator shall, and the The Administrator hereby agrees to, to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance Basic Documents. (vi) The Administrator shall make available to each Rating Agency notice of (i) the occurrence and continuation of any Servicer Default and shall specify in such notice the action, if any, being taken in respect of such default pursuant to Section 3.19 of the Indenture; (ii) any merger, consolidation or transfer of all or substantially all of the corporate trust business or assets of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (iii) any amendment to the Purchase Agreement pursuant to Section 6.05 of the Purchase Agreement; (iv) the Servicer’s Certificate prepared pursuant to Section 4.09 of the Sale and Servicing Agreement along with a copy thereof; (v) any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or 8.01(b) of the Sale and Servicing Agreement; (vi) the statements prepared by the Servicer in accordance with Section 5.06 of the Sale and Servicing Agreement along with copies thereof; (vii) any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement; (viii) the termination of, or appointment of a successor to, the Servicer pursuant to Section 8.03 of the Sale and Servicing Agreement; (ix) notice of the Servicer’s optional purchase of the Owner Trust Estate and a copy of the Opinion of Counsel delivered in connection therewith pursuant to Section 9.01 of the Sale and Servicing Agreement; (x) any amendment to the Sale and Servicing Agreement pursuant to Section 10.01 of the Sale and Servicing Agreement; (xi) any merger, conversion or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; and (xii) any amendment to the Trust Agreement prior to and following execution thereof pursuant to Section 11.01 of the Trust Agreement; in the case of each of (i) through (xii), promptly upon the Administrator being notified thereof by the Indenture Trustee, the Owner Trustee shallTrustee, on behalf of or the Issuing EntityServicer, execute and deliver as applicable. Notwithstanding anything in this Agreement or the Basic Documents to the Administrator and its agentscontrary, and to in each successor Administrator appointed pursuant instance in which notice must be made available to the terms hereofRating Agencies, one or more powers of attorney substantially in the form of Exhibit E, appointing such notice shall be made available by the Administrator and, to the attorney-in-fact of extent such notice or any other document or information is only made available through a website post, the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documentsAdministrator shall inform each Rating Agency in writing that a notice, reports, filings, instruments, certificates and opinionsdocument or information has been posted.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreements. Subject . (ii) Notwithstanding anything in this Agreement or the Related Agreements to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing Entitycontrary, the Administrator shall administer, perform or supervise the be responsible for performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any duties of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability set forth in Section 5.05 of the AdministratorTrust Agreement with respect to, among other things, accounting and reports to the Owner. (iiiii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (ivv) It is the intention of the parties hereto that the Administrator shall, and the The Administrator hereby agrees to, to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsBasic Documents.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic form. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.04(a), (b), (c) and (d), the penultimate sentence of Section 5.04 and Section 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Owners; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Owner to prepare its federal and state income tax returns. (iii) The Administrator shall satisfy its obligations with respect to clause (ii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (iv) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Section 5.02 Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall perform be responsible for promptly notifying the duties Owner Trustee and the Paying Agent in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to an Owner. Any such notice shall specify the Administrator specified in Section 5.02 amount of the Trust Agreement any withholding tax required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed withheld by the Administrator under the Trust AgreementPaying Agent pursuant to such provision. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreements. Subject . (ii) Notwithstanding anything in this Agreement or the Related Agreements to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing Entitycontrary, the Administrator shall administer, perform or supervise the be responsible for performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any duties of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability set forth in Section 5.05 of the AdministratorTrust Agreement with respect to, among other things, accounting and reports to the Owner. (iiiii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (ivv) It is the intention of the parties hereto that the Administrator shall, and the The Administrator hereby agrees to, to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance Basic Documents. (vi) The Administrator shall make available to each Rating Agency notice of (i) the occurrence and continuation of any Servicer Default and shall specify in such notice the action, if any, being taken in respect of such default pursuant to Section 3.19 of the Indenture; (ii) any merger, consolidation or transfer of all or substantially all of the corporate trust business or assets of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (iii) any amendment to the Purchase Agreement pursuant to Section 6.05 of the Purchase Agreement; (iv) the Servicer’s Certificate prepared pursuant to Section 4.09 of the Sale and Servicing Agreement along with a copy thereof; (v) any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or 8.01(b) of the Sale and Servicing Agreement; (vi) the statements prepared by the Servicer in accordance with Section 5.06 of the Sale and Servicing Agreement along with copies thereof; (vii) any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement; (viii) the termination of, or appointment of a successor to, the Servicer pursuant to Section 8.03 of the Sale and Servicing Agreement; (ix) the Servicer’s optional purchase of the Owner Trust Estate and a copy of the Opinion of Counsel delivered in connection therewith pursuant to Section 9.01 of the Sale and Servicing Agreement; (x) any amendment to the Sale and Servicing Agreement pursuant to Section 10.01 of the Sale and Servicing Agreement; (xi) any merger, conversion or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; and (xii) any amendment to the Trust Agreement prior to and following execution thereof pursuant to Section 11.01 of the Trust Agreement; in the case of each of (i) through (xii), promptly upon the Administrator being notified thereof by the Indenture Trustee, the Owner Trustee shallTrustee, on behalf of or the Issuing EntityServicer, execute and deliver as applicable. Notwithstanding anything in this Agreement or the Basic Documents to the Administrator and its agentscontrary, and to in each successor Administrator appointed pursuant instance in which notice must be made available to the terms hereofRating Agencies, one or more powers of attorney substantially in the form of Exhibit E, appointing such notice shall be made available by the Administrator and, to the attorney-in-fact of extent such notice or any other document or information is only made available through a website post, the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documentsAdministrator shall inform each Rating Agency in writing that a notice, reports, filings, instruments, certificates and opinionsdocument or information has been posted.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject . (ii) Notwithstanding anything in this Agreement or the Related Agreements to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing Entitycontrary, the Administrator shall administer, perform or supervise the be responsible for performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any duties of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability set forth in Section 5.05 of the AdministratorTrust Agreement with respect to, among other things, accounting and reports to the Owner. (iiiii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (ivv) It is the intention of the parties hereto that the Administrator shall, and the The Administrator hereby agrees to, to execute on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsBasic Documents.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and (A) shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as it shall be that the duty of the Issuing Entity Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Related AgreementsAgreements or Sections 5.5(i), and at the request (ii), (iii) or (iv) of the Issuing Entity Trust Agreement and (B) shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee is obligated to take pursuant to the Related Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee and the Paying Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the beneficial owners of the interests in the Issuer. (iv) To the extent that any tax withholding is required as contemplated in Section 5.2(c) of the Trust Agreement, the Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before [________], 20[__], a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement. (iiivi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (ivvii) It is the intention of the parties hereto that the The Administrator shall, shall give notice to each Rating Agency [and the Administrator hereby agrees to, execute on behalf Swap Counterparty] of: (A) any merger or consolidation of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf pursuant to Section 10.4 of the Issuing EntityTrust Agreement; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, execute and/or appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and deliver Servicing Agreement; (E) any declaration of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement; and (H) any amendment or supplement to the Administrator and its agents, and to each successor Administrator appointed Trust Agreement pursuant to Section 11.1 of the terms hereof, one or more powers of attorney substantially Trust Agreement; in the form case of Exhibit Eeach of (A) through (H), appointing promptly upon the Administrator being notified thereof by the attorneyOwner Trustee, the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-in-fact off or otherwise satisfied, within 180 days of the Issuing Entity for the purpose receipt of executing on behalf notice of the Issuing Entity all Repurchase Request by the Depositor, the Administrator shall direct the Indenture Trustee to notify such documents, reports, filings, instruments, certificates Requesting Party that the Repurchase Request remains unresolved in connection with Section 2.4(c) of the Sale and opinionsServicing Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the but subject to Sections 1(c)(ii) and 5 of this Agreement, Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements Agreements, and shall perform such calculations and shall prepare for execution by the Issuing Entity and prepare, or shall cause the preparation by other appropriate Persons persons, of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements and shall administer the Trust in the interest of the Holders of the Transferor Interest, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) and 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.07 of the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute (A) prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filings, reports, notices, applications and registrations with the Commission, and (B) seek any consents or authorizations from the Commission and any state authority on behalf of Issuer, in each case as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws and to the extent not provided by Servicer in accordance with Section 3.11 of the Transfer and Servicing Agreement. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Delaware Trustee on behalf of the Issuer under the Related Agreements Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and shall perform such calculations deliver to the Administrator and shall prepare to each successor administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for execution by the Issuing Entity and shall cause purpose of executing on behalf of the preparation by other appropriate Persons of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementsopinions. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer and the Delaware Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Issuer or the Delaware Trustee and are reasonably within the capability of the Administrator. (ii) . The Administrator shall agrees to perform the duties of the Administrator such obligations and deliver such notices as are specified in Section 5.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Administrator under the Trust AgreementRelated Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer or the Delaware Trustee and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention In carrying out any of the parties hereto that its obligations under this Agreement, the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file may act either directly or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its through agents, attorneys, accountants, independent contractors and to each successor Administrator appointed pursuant to the terms hereof, one or more powers auditors and enter into agreements with any of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsthem.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with the Trust Agreement and any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the but subject to SECTIONS 1(c)(ii) and 5, Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements Agreements, and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements and shall administer the Trust in the interest of the holder of the Transferor Interest, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 SECTIONS 1(c)(ii) and 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to SECTION 5.7 of the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; providedPROVIDED, howeverHOWEVER, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by Servicer in accordance with SECTION 3.1(a) of the Pooling and Servicing Agreement and SECTION 3.10 of the Transfer and Servicing Agreement. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EEXHIBIT A hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 5.5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EC, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Delaware Trustee on behalf of the Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty Trust Agreement. (ii) In furtherance of the Issuing Entity or foregoing, the Owner Trustee to prepare, file or Issuer shall execute and deliver pursuant to the Related AgreementsIssuer Administrator one or more powers of attorney substantially in the form of Exhibit A hereto, and at appointing the request Issuer Administrator the attorney-in-fact of the Issuing Entity shall take all appropriate action that it is Issuer for the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementspurpose set forth therein. Subject to Section 5.05 of this Agreement5 hereof, and in accordance with the directions of the Issuing EntityIssuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer or the Delaware Trustee. The Issuer Administrator agrees to perform such obligations and deliver such notices as are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Issuer Administrator under the Trust AgreementRelated Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuing Entity Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) It is the intention In carrying out any of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereofits obligations under this Agreement, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Issuer Administrator and its may act either directly or through agents, attorneys, accountants, independent contractors and to each successor Administrator appointed pursuant to the terms hereof, one or more powers auditors and enter into agreements with any of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsthem.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Delaware Trustee on behalf of the Issuer under the Related Agreements Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and shall perform such calculations deliver to the Issuer Administrator and shall prepare to each successor issuer administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for execution by the Issuing Entity and shall cause purpose of executing on behalf of the preparation by other appropriate Persons of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementsopinions. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer and the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Issuer or the Delaware Trustee and are reasonably within the capability of the Issuer Administrator. (ii) . The Issuer Administrator shall agrees to perform the duties of the Administrator such obligations and deliver such notices as are specified in Section 5.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Issuer Administrator under the Trust AgreementRelated Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention In carrying out any of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereofits obligations under this Agreement, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Issuer Administrator and its may act either directly or through agents, attorneys, accountants, independent contractors and to each successor Administrator appointed pursuant to the terms hereof, one or more powers auditors and enter into agreements with any of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsthem.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1.02(c)(ii) and 1.06, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, Agreements and shall administer the Trust in the interest of the holders of the Notes and the Transferor Certificates and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1.02(c)(ii) and 1.06 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall will perform such calculations and shall will prepare for execution by the Issuing Entity and shall or will cause the preparation by other appropriate Persons persons of, and will execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall will be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall Owner Trustee will take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice will specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator shall will provide prior to April 1, 2003 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator will be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding will no longer be required. (vi) The Administrator will perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall will be in accordance with any directions received from the Issuing Entity Issuer and shall will be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and (A) shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as it shall be that the duty of the Issuing Entity Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Related AgreementsAgreements or Sections 5.5(i), and at the request (ii), (iii) or (iv) of the Issuing Entity Trust Agreement and (B) shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee is obligated to take pursuant to the Related Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to the beneficial owners of the interests in the Issuer. (iv) To the extent that any tax withholding is required as contemplated in Section 5.2(c) of the Trust Agreement, the Administrator shall deliver to the Owner Trustee and the Indenture Trustee, on or before February 15, 2016, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement or any other Related Agreement. (iiivi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (ivvii) It is the intention The Administrator shall give notice to each Rating Agency of: (A) any merger or consolidation of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf pursuant to Section 10.4 of the Issuing EntityTrust Agreement; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, execute and/or appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and deliver Servicing Agreement; (E) any declaration of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement; and (H) any amendment or supplement to the Administrator and its agents, and to each successor Administrator appointed Trust Agreement pursuant to Section 11.1 of the terms hereof, one or more powers of attorney substantially Trust Agreement; in the form case of Exhibit Eeach of (A) through (H), appointing promptly upon the Administrator being notified thereof by the attorney-in-fact of Owner Trustee, the Issuing Entity for Indenture Trustee, the purpose of executing on behalf of Servicer or the Issuing Entity all such documentsNoteholders, reports, filings, instruments, certificates and opinionsas applicable.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Delaware Trustee on behalf of the Issuer under the Related Agreements Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and shall perform such calculations deliver to the Issuer Administrator and shall prepare to each successor Issuer Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for execution by the Issuing Entity and shall cause purpose of executing on behalf of each of the preparation by other appropriate Persons of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementsopinions. Subject to Section 5.05 of this Agreement5 hereof, and in accordance with the directions of the Issuing EntityIssuer and the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer or the Delaware Trustee. The Issuer Administrator agrees to perform such obligations and deliver such notices as are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Issuer Administrator under the Trust AgreementRelated Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Administration Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention In carrying out any of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereofits obligations under this Administration Agreement, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Issuer Administrator and its may act either directly or through agents, attorneys, accountants, independent contractors and to each successor Administrator appointed pursuant to the terms hereof, one or more powers auditors and enter into agreements with any of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsthem.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Delaware Trustee on behalf of the Issuer under the Related Agreements Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and shall perform such calculations and shall prepare deliver to the Issuer Administrator one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for execution by the Issuing Entity and shall cause purpose of executing on behalf of each of the preparation by other appropriate Persons of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementsopinions. Subject to Section 5.05 of this Agreement5 hereof, and in accordance with the directions of the Issuing EntityIssuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Issuer, the Delaware Trustee and are reasonably within the capability of or the Administrator. (ii) . The Issuer Administrator shall agrees to perform the duties of the Administrator such obligations and deliver such notices as are specified in Section 5.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Administrator under the Trust AgreementRelated Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuing Entity Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) It is the intention In carrying out any of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereofits obligations under this Agreement, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Issuer Administrator and its may act either directly or through agents, attorneys, accountants, independent contractors and to each successor Administrator appointed pursuant to the terms hereof, one or more powers auditors and enter into agreements with any of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsthem.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreements. Subject . (ii) Notwithstanding anything in this Agreement or the Related Agreements to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing Entitycontrary, the Administrator shall administer, perform or supervise the be responsible for performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any duties of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability set forth in Section 5.05 of the AdministratorTrust Agreement with respect to, among other things, accounting and reports to the Owner. (iiiii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (ivv) It is the intention of the parties hereto that the Administrator shall, and the The Administrator hereby agrees to, to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Basic Documents. (vi) Notwithstanding anything in this Agreement or the Related Agreements. In furtherance thereofAgreements to the contrary, the Owner Trustee Administrator shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agentsany agreements, and to each successor Administrator appointed pursuant to the terms hereofundertakings, one certifications, notices or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact authorizations required or that it deems advisable for purposes of the Issuing Entity for Term Asset-Backed Securities Loan Facility created and authorized by the purpose of executing on behalf rules of the Issuing Entity all United States Department of the Treasury and the Federal Reserve, as such documents, reports, filings, instruments, certificates and opinionsmay be amended from time to time or replaced by a similar program from time to time.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Owner Trustee on behalf of the Issuer under the Related Agreements Indenture and the Trust Agreement including, without limitation, those duties and obligations set forth on Schedule A hereto. In furtherance thereof, the Issuer shall perform such calculations execute and shall prepare deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator as the attorney-in-fact of the Issuer, for execution by the Issuing Entity and shall cause purpose of executing on behalf of the preparation by other appropriate Persons of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall are required to be executed by the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver Issuer pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementssuch agreements. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Depositor or the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee Trustee, in writing, and are reasonably within the capability of the Administrator. (ii) . The Administrator shall agrees to perform the duties of the Administrator such obligations and deliver such notices as are specified in Section 5.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Administrator under the Indenture and the Trust Agreement. (iiiii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer, the Indenture Trustee, or the Owner Trustee, and shall be, in the Administrator’s reasonable opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iii) In carrying out any of its obligations under this Agreement, the Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and may enter into agreements with any of them. (iv) It is the intention of the parties hereto that In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the Administrator shall, may retain and the Administrator hereby agrees to, execute employ agents to collect on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, Student Loans and to each successor Administrator appointed pursuant to commence any actions or proceedings the terms hereof, one or more powers of attorney substantially agents deem necessary in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing connection with such collection efforts on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsStudent Loans.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Issuer, and the Owner Trustee on behalf of the Issuer, under the Related Agreements Indenture, the Trust Agreement and the Reimbursement Agreement including, without limitation, those duties and obligations set forth on Schedule A hereto. In furtherance thereof, the Issuer shall perform such calculations execute and shall prepare deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator as the attorney-in-fact of the Issuer, for execution by the Issuing Entity and shall cause purpose of executing on behalf of the preparation by other appropriate Persons of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall are required to be executed by the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver Issuer pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementssuch agreements. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions written instructions of the Issuing EntityIssuer, the Depositor, the Indenture Trustee, the Note Insurer or the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Indenture Trustee, the Note Insurer or the Owner Trustee and are reasonably within the capability of the Administrator. (ii) . The Administrator shall agrees to perform the duties of the Administrator such obligations and deliver such notices as are specified in Section 5.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Administrator under the Indenture, the Trust Agreement or the Reimbursement Agreement. (iiiii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions written instructions received from the Issuing Entity Issuer, the Depositor, the Indenture Trustee, the Note Insurer or the Owner Trustee and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iii) In carrying out any of its obligations under this Agreement, the Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and may enter into agreements with any of them. (iv) It is In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the intention Administrator may retain and employ agents to collect on such Student Loans and to commence any actions or proceedings the agents deem necessary in connection with such collection efforts on such Student Loans. (v) The Administrator shall cause a nationally recognized independent public accounting firm to conduct an annual audit of the parties hereto that Financed Student Loans owned by the Administrator shall, Issuer in accordance with procedures acceptable to the Rating Agencies and shall provide the Administrator hereby agrees to, execute on behalf Rating Agencies with a copy of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsaudit report.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements Agreements, and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer or the Owner Trustee and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements and shall administer the Trust in the interest of the holder of the Transferor Interest, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) and 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9 of the Transfer and Servicing Agreement. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Delaware Trustee on behalf of the Issuer under the Related Agreements Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and shall perform such calculations deliver to the Administrator and shall prepare to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for execution by the Issuing Entity and shall cause purpose of executing on behalf of each of the preparation by other appropriate Persons of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementsopinions. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer and the Delaware Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Issuer or the Delaware Trustee and are reasonably within the capability of the Administrator. (ii) . The Administrator shall agrees to perform the duties of the Administrator such obligations and deliver such notices as are specified in Section 5.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Administrator under the Trust AgreementRelated Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer or the Delaware Trustee and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention In carrying out any of the parties hereto that its obligations under this Agreement, the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file may act either directly or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its through agents, attorneys, accountants, independent contractors and to each successor Administrator appointed pursuant to the terms hereof, one or more powers auditors and enter into agreements with any of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsthem.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the but subject to Sections 1(c)(ii) and 5 of this Agreement, Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements Agreements, and shall perform such calculations and shall prepare for execution by the Issuing Entity and prepare, or shall cause the preparation by other appropriate Persons persons, of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements and shall administer the Trust in the interest of the Holders of the Transferor Interest, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) and 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.07 of the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute (A) prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filings, reports, notices, applications and registrations with the Commission, and (B) seek any consents or authorizations from the Commission and any state authority on behalf of Issuer, in each case as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws and to the extent not provided by Servicer in accordance with Section 3.01(a) of the Pooling and Servicing Agreement and Section 3.11 of the Transfer and Servicing Agreement. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Issuer Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Issuer Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 4.5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Issuer Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Declaration of Trust Agreementand shall distribute to the Beneficiary under the Declaration of Trust the Annual Net Income of the Trust in accordance with the terms of the Declaration of Trust. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby ▇▇▇▇▇▇ agrees to, execute on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Issuer Trustee shall, on behalf of the Issuing Entity, execute and deliver to Issuer hereby irrevocably appoints the Administrator and its agents, and to each successor Administrator appointed pursuant to as the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the Trust’s attorney-in-fact (coupled with an interest) during the term of this Agreement, with full authority in the place and stead of and in the name of the Issuing Entity for Trust or otherwise, including full power of substitution, from time to time in the purpose of executing Administrator’s discretion or as required by this Agreement, to take such actions on behalf of the Issuing Entity all such Issuer Trustee on behalf of the Trust as the Administrator may deem necessary or advisable to comply with or effect the purposes of this Agreement and any Transaction Document, including, without limitation, to execute any written orders, documents, reports, filings, instruments, certificates and opinionsopinions in connection therewith, to amend or supplement any documents as necessary in connection with the activities of the Trust or the Trust Assets, to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts or monies due and to become due to the Trust or otherwise owed thereto, to receive, endorse, and collect any drafts or other instruments, documents and chattel paper in connection therewith, and to file any claims or take any action or institute any proceedings which the Administrator may deem necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of this Agreement and any Transaction Document.

Additional Duties. Without limiting the generality of the foregoing, Managing Member shall have the following additional duties with respect to the overall operation of the Company and its Subsidiaries and the ownership of the Project, all to be carried out in accordance with this Agreement: (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties Provide operating reports and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 of this Agreement, and financial statements in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the AdministratorArticle IX. (ii) The Administrator shall perform Notify KBS Member of such matters and render such reports to KBS Member from time to time as KBS Member may reasonably request in writing, including, without limitation, at all times and in each event no less frequently than monthly, keeping KBS Member informed of material information relating to the duties Project by (1) notifying KBS SMRH:479102057.10 4 Member in advance of public hearings and other proceedings relating to any existing or proposed entitlements, mapping, subdivision or material permits for the Administrator specified in Section 5.02 Project and (2) notifying KBS Member within five (5) business days and promptly delivering to KBS Member copies of any written offers to purchase or otherwise acquire the Trust Agreement required to be performed in connection with the resignation Project, or removal of the Owner Trusteeany interest therein, and of any other duties expressly required written indications of interest, written invitations to be performed by deal, written solicitations of sales which represent bona fide offers regarding the Administrator under the Trust AgreementProject. (iii) In carrying out Comply with the foregoing duties Annual Budget, as it may be modified in accordance with this Agreement. Except for expenditures made and obligations incurred, in each case as previously approved pursuant to the Annual Budget and the Permitted Budget Variance (as hereinafter defined) or in writing by KBS Member, the Managing Member shall have no authority to make any expenditure or incur any obligation or liability on behalf of the Company or any Subsidiary. Subject to the Annual Budget and the Permitted Budget Variance or as may be approved in writing by KBS Member, the Managing Member shall not expend on behalf of its the Company or any Subsidiary more than what it in good faith believes to be the fair and reasonable market value at the time and place of contracting or any goods purchased or services engaged on behalf of the Company or any Subsidiary. Subject to Section 2.02(d) below, Managing Member may enter into any such contracts on behalf of the Company or any Subsidiary for goods purchased or services contemplated by the Annual Budget, if any, provided that such contracts shall be terminable by the Company or any applicable Subsidiary upon thirty (30) days’ notice without penalty or if such contracts are not contemplated by the Annual Budget they shall be for an amount not to exceed (A) the sum of $10,000 as to any single expenditure, and (B) the sum of $50,000 annually (in each case, such expenditures may hereinafter be referred to as the "De Minimis Expenditures"). Any such contract (other obligations under than contracts that are for De Minimis Expenditures) that is either (x) not terminable by the Company or the applicable Subsidiary upon thirty (30) days’ notice or (y) are not contemplated by the Annual Budget shall in each case require the prior written approval of KBS Member. As used in this Agreement, the Administrator may enter into transactions term “Permitted Budget Variance” means, with respect to any Annual Budget, any disbursement of funds in any amount that would not result in a particular line item being exceeded 10% of such line item for the year in question or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, total Annual Budget being exceeded by more than 5% in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated partiesaggregate. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall ---------------- perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements Agreements, and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements and shall administer the Trust in the interest of the holder of the Seller Interest, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) ---------------- and 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Owner Trustee shall, Securities and Exchange Commission and any state authority on behalf of the Issuing EntityIssuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to extent not provided by the terms hereof, one or more powers of attorney substantially Servicer in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to August 1, 2000 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreements. Subject . (ii) Notwithstanding anything in this Agreement or the Related Agreements to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing Entitycontrary, the Administrator shall administer, perform or supervise the be responsible for performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any duties of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability set forth in Section 5.05 of the AdministratorTrust Agreement with respect to, among other things, accounting and reports to the Owner. (iiiii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (ivv) It is the intention of the parties hereto that the Administrator shall, and the The Administrator hereby agrees to, to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance Basic Documents. (vi) The Administrator shall make available to each Rating Agency notice of (i) the occurrence and continuation of any Servicer Default and shall specify in such notice the action, if any, being taken in respect of such default pursuant to Section 3.19 of the Indenture; (ii) any merger, consolidation or transfer of all or substantially all of the corporate trust business or assets of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (iii) any amendment to the Purchase Agreement pursuant to Section 6.05 of the Purchase Agreement; (iv) the Servicer’s Certificate prepared pursuant to Section 4.09 of the Sale and Servicing Agreement along with a copy thereof; (v) any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or 8.01(b) of the Sale and Servicing Agreement; (vi) the statements prepared by the Servicer in accordance with Section 5.06 of the Sale and Servicing Agreement along with copies thereof; (vii) any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement; (viii) the termination of, or appointment of a successor to, the Servicer pursuant to Section 8.03 of the Sale and Servicing Agreement; (ix) the Servicer’s optional purchase of the Owner Trust Estate and a copy of the Opinion of Counsel delivered in connection therewith pursuant to Section 9.01 of the Sale and Servicing Agreement; (x) any amendment to the Sale and Servicing Agreement pursuant to Section 10.01 of the Sale and Servicing Agreement; (xi) any merger, conversion or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; and (xii) any amendment to the Trust Agreement prior to and following execution thereof pursuant to Section 11.01 of the Trust Agreement; in the case of each of (i) through (xii), promptly upon the Administrator being notified thereof by the Indenture Trustee, the Owner Trustee shallTrustee, on behalf of or the Issuing EntityServicer, execute and deliver as applicable. Notwithstanding anything in this Agreement or the Basic Documents to the Administrator and its agentscontrary, and to in each successor Administrator appointed pursuant instance in which notice must be made available to the terms hereofRating Agencies, one or more powers of attorney substantially in the form of Exhibit E, appointing such notice shall be made available by the Administrator and, to the attorney-in-fact of extent such notice or any other document or information is only made available through a website post, the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documentsAdministrator shall inform each Rating Agency in writing that a notice, reports, filings, instruments, certificates and opinionsdocument or information has been posted.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Delaware Trustee on behalf of the Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty Trust Agreement. (ii) In furtherance of the Issuing Entity or foregoing, the Owner Trustee to prepare, file or Issuer shall execute and deliver pursuant to the Related AgreementsAdministrator one or more powers of attorney substantially in the form of Exhibit A hereto, and at appointing the request Administrator the attorney-in-fact of the Issuing Entity shall take all appropriate action that it is Issuer for the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementspurpose set forth therein. Subject to Section 5.05 of this Agreement6 hereof, and in accordance with the directions of the Issuing EntityIssuer, or the Delaware Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within Issuer or the capability of the Administrator. (ii) Delaware Trustee. The Administrator shall agrees to perform the duties of the Administrator such obligations and deliver such notices as are specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Administrator under the Trust AgreementRelated Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer or the Delaware Trustee and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) It is the intention In carrying out any of the parties hereto that its obligations under this Agreement, the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file may act either directly or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its through agents, attorneys, accountants, independent contractors and to each successor Administrator appointed pursuant to the terms hereof, one or more powers auditors and enter into agreements with any of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsthem.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Owner Trustee on behalf of the Issuer under the Related Agreements Indenture and the Trust Agreement including, without limitation, those duties and obligations set forth on SCHEDULE A hereto. In furtherance thereof, the Issuer shall perform such calculations execute and shall prepare deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of EXHIBIT A hereto, appointing the Administrator the attorney-in-fact of the Issuer for execution by the Issuing Entity and shall cause purpose of executing on behalf of the preparation by other appropriate Persons of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementsopinions. Subject to Section 5.05 4 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer and the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. (ii) . The Administrator shall agrees to perform the duties of the Administrator such obligations and deliver such notices as are specified in Section 5.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Administrator under the Indenture and the Trust Agreement. (iiiii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; providedPROVIDED, howeverHOWEVER, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer, the Indenture Trustee or the Owner Trustee, and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iii) In carrying out any of its obligations under this Agreement, the Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them. (iv) It is In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the intention Administrator may retain and employ agents to collect on such Student Loans and to commence any actions or proceedings the agents deem necessary in connection with such collection efforts on such Student Loans. (v) The Administrator shall cause a nationally recognized independent public accounting firm to conduct an annual audit of the parties hereto that Financed Student Loans owned by the Administrator shall, Issuer in accordance with procedures acceptable to the Rating Agencies and shall provide the Administrator hereby agrees to, execute on behalf Rating Agencies with a copy of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsaudit report.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.: (ii1) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iii2) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv3) It is Notwithstanding anything in this Agreement or the intention of Related Agreements to the parties hereto that contrary, the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, responsible for promptly notifying the Owner Trustee shall, and the Paying Agent in the event that any withholding tax is imposed on behalf the Issuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Issuing EntityTrust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee and the Paying Agent pursuant to such provision. (4) The Administrator will provide, execute prior to December 31, 2005, a certificate of an authorized officer in form and deliver substance satisfactory to the Administrator Owner Trustee and its agents, and the Paying Agent as to each successor Administrator appointed pursuant whether any federal income taxes are being withheld by it with respect to the terms hereof, one Notes or more powers of attorney substantially Certificates. The Administrator shall be required to update the letter in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionseach instance that it determines that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to October 15, 2000 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Delaware Trustee on behalf of the Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty Trust Agreement. (ii) In furtherance of the Issuing Entity or foregoing, the Owner Trustee to prepare, file or Issuer shall execute and deliver pursuant to the Related AgreementsIssuer Administrator one or more powers of attorney substantially in the form of Exhibit A hereto, and at appointing the request Issuer Administrator the attorney-in-fact of the Issuing Entity shall take all appropriate action that it is Issuer for the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementspurpose set forth therein. Subject to Section 5.05 of this Agreement6 hereof, and in accordance with the directions of the Issuing EntityIssuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer or the Delaware Trustee. The Issuer Administrator agrees to perform such obligations and deliver such notices as are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Issuer Administrator under the Trust AgreementRelated Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuing Entity Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) It is the intention In carrying out any of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereofits obligations under this Agreement, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Issuer Administrator and its may act either directly or through agents, attorneys, accountants, independent contractors and to each successor Administrator appointed pursuant to the terms hereof, one or more powers auditors and enter into agreements with any of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsthem.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, the duties and obligations of the Issuing Entity Seller, the Designated Certificateholder and the Issuer under the Related Agreements Trust Agreement. These duties and shall perform obligations include, without limitation, the following (references are to sections of the Trust Agreement): (A) preparing, filing or delivering tax returns, reports and forms and performing the other duties of the Issuer under Sections 2.06 and 5.05; (B) removing the Certificate Paying Agent under Section 3.10 and appointing a successor, subject to compliance with Section 4.01; (C) directing the Owner Trustee to take action under the Basic Documents pursuant to Section 6.01; (D) furnishing documents to the Certifi- cateholders under Section 7.02; (E) delivering notice of termination of the Issuer under Section 9.01 and notices of such calculations termination or of any Insolvency Event with respect to the Holder of the Designated Certificate under Section 9.02; (F) appointing a successor Owner Trustee, removing the Owner Trustee and shall prepare for providing notices regarding such action under Section 10.02 and executing instruments and providing notices in connection with such appointment under Section 10.03; (G) appointing co-trustees or separate trustees under Section 10.05, and removing same thereunder; and (H) obtaining any opinion of counsel required by Section 11.01 and furnishing notice or any obtaining execution by Certificateholders of any amendment to the Issuing Entity Trust Agreement thereunder. In furtherance thereof, the Seller and the Issuer shall cause execute and deliver to the preparation by other appropriate Persons Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementsopinions. Subject to Section 5.05 4 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection connec- tion with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Seller or the Owner Trustee and are reasonably within the capability of the Administrator. The Administrator shall be responsible for any filings required by the Issuer under the Securities Exchange Act of 1934, as amended. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Seller and the Owner Trustee and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Seller and the Issuer than would be available from unaffiliated parties. (iviii) It is the intention In carrying out any of the parties hereto that its obligations under this Agreement, the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file may act either directly or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its through agents, attorneys, accountants, independent contrac- tors and to each successor Administrator appointed pursuant to the terms hereof, one or more powers auditors and enter into agreements with any of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsthem.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to November 30, 2000 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to May 1, 2001 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Section 1(c)(ii), the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 1(c)(ii) and 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator Transferor specified in Section 5.02 9.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Transferor or the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer or the Owner Trustee and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related AgreementsDocuments. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the but subject to Sections 1(c)(ii) and 5 of this Agreement, Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements Agreements, and shall perform such calculations and shall prepare for execution by the Issuing Entity and Issuer, or shall cause the preparation by other appropriate Persons persons, of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements and shall administer the Trust in the interest of the Holders of the Transferor Interest, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) and 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.07 of the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute (A) prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filings, reports, notices, applications and registrations with the Commission, and (B) seek any consents or authorizations from the Commission and any state authority on behalf of Issuer, in each case as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws and to the extent not provided by Servicer in accordance with Section 3.01(a) of the Pooling and Servicing Agreement and Section 3.11 of the Transfer and Servicing Agreement. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the ----------------- Administrator set forth above, the Administrator shall perform perform, or cause to be performed, all duties and obligations of the Issuing Entity Owner Trustee or Issuer under the Related Agreements and Trust Agreement or Swap Agreement, as applicable, shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons or entities of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. In furtherance thereof, the Issuer shall execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. Notwithstanding any provision in this agreement or other Related Agreements to the contrary, the Administrator shall not be responsible for any filings required under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company of 1940, as amended, or under any state securities or "Blue Sky" statute. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that the Administrator becomes aware of any withholding tax imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.02(e) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. Furthermore, the Administrator shall comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes or Certificates of any applicable withholding taxes (including backup withholding) imposed thereon and with respect to any applicable reporting requirements in connection therewith and, in the event the Administrator does not receive a copy of a properly completed (i) IRS Form ▇-▇, (▇▇) ▇▇▇ ▇▇▇▇ ▇▇▇▇, (▇▇▇) IRS Form 4224, or (iv) IRS Form W-9 with respect to any Securityholder, shall treat payments to such Securityholder as being subject to withholding taxes (including backup withholding, as applicable) and shall retain from amounts otherwise distributable to such Securityholder an amount sufficient for the payment of such withholding taxes (including backup withholding, as applicable). (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust set forth in Section 5.04 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the information returns or reports required by the Code. (iv) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. If reasonably necessary to carry out duties or other obligations contemplated hereby, the Administrator is hereby authorized to select and hire agents or attorneys-in-fact, and so long as such selection was done with reasonable care, the Administrator shall be not responsible for the act or omissions of such agents or attorneys-in-fact. (ivvi) It is the intention In carrying out any of the parties hereto that its obligations under this Agreement, the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file may act either directly or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its through agents, attorneys, accountants, independent contractors and to each successor Administrator appointed pursuant to the terms hereof, one or more powers auditors and enter into agreements with any of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity them and shall not be liable for the purpose default or misconduct of executing on behalf of the Issuing Entity all any such documentsagents, reportsattorneys, filingsaccountants, instrumentsindependent contractors or auditors if such agents, certificates and opinionsattorneys, accountants, independent contractors or auditors shall have been selected with reasonable care.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) and 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator 8 shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 9.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to November 1, 2001 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Owner Trustee on behalf of the Issuer under the Related Agreements Indenture and the Trust Agreement including, without limitation, those duties and obligations set forth on Schedule A hereto. In furtherance thereof, the Issuer shall perform such calculations execute and shall prepare deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator as the attorney-in-fact of the Issuer, for execution by the Issuing Entity and shall cause purpose of executing on behalf of the preparation by other appropriate Persons of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall are required to be executed by the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver Issuer pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementssuch agreements. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Depositor or the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. (ii) . The Administrator shall agrees to perform the duties of the Administrator such obligations and deliver such notices as are specified in Section 5.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Administrator under the Indenture and the Trust Agreement. (iiiii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer, the Indenture Trustee, or the Owner Trustee, and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iii) In carrying out any of its obligations under this Agreement, the Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and may enter into agreements with any of them. (iv) It is In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the intention Administrator may retain and employ agents to collect on such Student Loans and to commence any actions or proceedings the agents deem necessary in connection with such collection efforts on such Student Loans. (v) The Administrator shall cause a nationally recognized independent public accounting firm to conduct an annual audit of the parties hereto that Financed Student Loans owned by the Administrator shall, Issuer in accordance with procedures acceptable to the Rating Agencies and shall provide the Administrator hereby agrees to, execute on behalf Rating Agencies with a copy of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsaudit report.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Issuer, and the Owner Trustee on behalf of the Issuer, under the Related Agreements Indenture and the Trust Agreement including, without limitation, those duties and obligations set forth on Schedule A hereto. In furtherance thereof, the Issuer shall perform such calculations execute and shall prepare deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator as the attorney-in-fact of the Issuer, for execution by the Issuing Entity and shall cause purpose of executing on behalf of the preparation by other appropriate Persons of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall are required to be executed by the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver Issuer pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementssuch agreements. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions written instructions of the Issuing EntityIssuer, the Depositor, the Indenture Trustee or the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. (ii) . The Administrator shall agrees to perform the duties of the Administrator such obligations and deliver such notices as are specified in Section 5.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Administrator under the Indenture and the Trust Agreement. (iiiii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions written instructions received from the Issuing Entity Issuer, the Depositor, the Indenture Trustee or the Owner Trustee and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iii) In carrying out any of its obligations under this Agreement, the Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and may enter into agreements with any of them. (iv) It is In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the intention Administrator may retain and employ agents to collect on such Student Loans and to commence any actions or proceedings the agents deem necessary in connection with such collection efforts on such Student Loans. (v) The Administrator shall cause a nationally recognized independent public accounting firm to conduct an annual audit of the parties hereto that Financed Student Loans owned by the Administrator shall, Issuer in accordance with procedures acceptable to the Rating Agencies and shall provide the Administrator hereby agrees to, execute on behalf Rating Agencies with a copy of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsaudit report.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic form. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.04(a), (b), (c) and (d), the penultimate sentence of Section 5.04 and Section 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Owners; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Owner to prepare its federal and state income tax returns. (iii) The Administrator shall satisfy its obligations with respect to clause (ii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (iv) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Section 5.02 Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements Agreements, and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements and shall administer the Trust in the interest of the holder of the Seller Interest, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) -------- -------- and 5 of this Agreement, and in accordance with the directions of the Issuing Entity- Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Owner Trustee shall, Securities and Exchange Commission and any state authority on behalf of the Issuing EntityIssuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to extent not provided by the terms hereof, one or more powers of attorney substantially Servicer in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall will perform such calculations and shall prepare for execution by the Issuing Entity and shall calculations, prepare, deliver or cause the preparation or delivery by other appropriate Persons persons of, and execute on behalf of the Issuer, all such documents, reports, tax returns, filings, instruments, certificates certificates, notices, copies of documents and opinions as it shall be is the duty of the Issuing Entity or the Owner Trustee Issuer to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Administration Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Collateral (including those set forth in the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include, and the Owner Trustee hereby requests that the Administrator, prepare and deliver to the Issuer or Owner Trustee for execution, as applicable, any filings, certificates, affidavits or other instruments required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, to the extent permitted by applicable law. (ii) The Administrator shall will perform the duties of the Administrator specified in Section 5.02 9.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement and the Transfer and Servicing Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Administration Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall will be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreements. Subject . (ii) Notwithstanding anything in this Agreement or the Related Agreements to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing Entitycontrary, the Administrator shall administer, perform or supervise the be responsible for performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any duties of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability set forth in Section 5.05 of the AdministratorTrust Agreement with respect to, among other things, accounting and reports to the Owner. (iiiii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (ivv) It is the intention of the parties hereto that the Administrator shall, and the The Administrator hereby agrees to, to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsBasic Documents.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic form. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.04(a), (b), (c) and (d), the penultimate sentence of Section 5.04 and Section 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Owners; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Owner to prepare its federal and state income tax returns. (iii) The Administrator shall satisfy its obligations with respect to clause (ii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (iv) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Section 5.02 Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to the Owner. (iii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (ivv) It is the intention of the parties hereto that the Administrator shall, and the The Administrator hereby agrees to, to execute on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsBasic Documents.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documentsIssuer under the Indenture and the Trust Agreement including, reportswithout limitation, filings, instruments, certificates those duties and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreementsobligations set forth on Schedule A hereto. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, Issuer shall execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator as the attorney-in-fact attorney­in­fact of the Issuing Entity Issuer, for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as are required to be executed by the Issuer pursuant to such agreements. Subject to Section 4 of this Agreement, and in accordance with the directions of the Issuer, the Depositor and the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. The Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Administrator under the Indenture and the Trust Agreement. (ii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer, the Indenture Trustee, or the Owner Trustee, and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iii) In carrying out any of its obligations under this Agreement, the Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and may enter into agreements with any of them. (iv) In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the Administrator may retain and employ agents to collect on such Student Loans and to commence any actions or proceedings the agents deem necessary in connection with such collection efforts on such Student Loans. (v) The Administrator shall cause a nationally recognized independent public accounting firm to conduct an annual audit of the Financed Student Loans owned by the Issuer in accordance with procedures acceptable to the Rating Agencies and shall provide the Rating Agencies with a copy of the audit report.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 3(c) and 7, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements and shall administer the Issuer in the interest of the holders of the Transferor Certificates, and at the request of the Issuing Entity Issuer or the Owner Trustee shall take cause to be taken all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 3(c) and 7 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Owner Trustee or the Transferor, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Owner Trustee or the Transferor and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) The Administrator shall cause to be withdrawn all excess amounts on deposit in the Collection Account and cause the same to be paid to the Issuer for application as provided in the Related Agreements. (iv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Transferor or the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (ivv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Delaware Trustee on behalf of the Issuer under the Related Agreements Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and shall perform such calculations deliver to the Administrator and shall prepare to each successor administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for execution by the Issuing Entity and shall cause purpose of executing on behalf of each of the preparation by other appropriate Persons of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementsopinions. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer and the Delaware Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Issuer or the Delaware Trustee and are reasonably within the capability of the Administrator. (ii) . The Administrator shall agrees to perform the duties of the Administrator such obligations and deliver such notices as are specified in Section 5.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Administrator under the Trust AgreementRelated Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer or the Delaware Trustee and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention In carrying out any of the parties hereto that its obligations under this Agreement, the Administrator shallmay act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them. (v) Within 30 days from the Administrator hereby agrees toClosing Date, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents▇▇▇▇▇'▇ Investors Service, and Inc. ("Moody's") shall agree upon annual agreed upon procedures to each successor Administrator appointed pursuant be performed by Ernst & Young LLP, or another "big four" accounting firm, with respect to the terms hereofIssuer for each fiscal year of the Issuer commencing with the fiscal year ending December 31, one or more powers 2004 (such procedures, the "Agreed Upon Procedures"). Within 120 days after the end of attorney substantially in each of the form of Exhibit EIssuer's fiscal years, appointing commencing with the fiscal year ending December 31, 2004, the Administrator shall cause Ernst & Young, or another "big four" accounting firm, to deliver to Moody's a letter setting forth the attorney-in-fact results of the Issuing Entity Agreed Upon Procedures for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsapplicable fiscal year.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to subsection 1(c) and Section 5, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, orders, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements and shall administer the Trust in the interest of the Beneficiary, and at the request of the Issuing Entity Issuer or the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to subsection 1(c) and Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Beneficiary or the Owner Trustee, in each case on behalf of the Issuer, and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file, execute and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, orders, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, orders, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.: (ii1) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iii2) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv3) It is Notwithstanding anything in this Agreement or the intention of Related Agreements to the parties hereto that contrary, the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, responsible for promptly notifying the Owner Trustee shall, and the Paying Agent in the event that any withholding tax is imposed on behalf the Issuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Issuing EntityTrust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee and the Paying Agent pursuant to such provision. (4) The Administrator will provide prior to December 31, execute 2004, a certificate of an authorized officer in form and deliver substance satisfactory to the Administrator Owner Trustee and its agents, and the Paying Agent as to each successor Administrator appointed pursuant whether any federal income taxes are being withheld by it with respect to the terms hereof, one Notes or more powers of attorney substantially Certificates. The Administrator shall be required to update the letter in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionseach instance that it determines that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, the duties and obligations of the Issuing Entity Seller, Designated Certificateholder and the Issuer under the Related Agreements Trust Agreement. These duties and shall perform obligations include, without limitation, the following (references are to sections of the Trust Agreement): (A) preparing, filing or delivering tax returns, reports and forms and performing the other duties of the Issuer under Sections 2.06 and 5.05; (B) removing the Certificate Paying Agent under Section 3.10 and appointing a successor, subject to compliance with Section 4.01; (C) directing the Owner Trustee to take action under the Basic Documents pursuant to Section 6.01; (D) furnishing documents to the Certificateholders under Section 7.02; (E) delivering notice of termination of the Issuer under Section 9.01 and notices of such calculations termination or of any Insolvency Event with respect to the Holder of the Designated Certificate under Section 9.02; (F) appointing a successor Owner Trustee, removing the Owner Trustee and shall prepare for providing notices regarding such action under Section 10.02 and executing instruments and providing notices in connection with such appointment under Section 10.03; (G) appointing co-trustees or separate trustees under Section 10.05, and removing same thereunder; and (H) obtaining any opinion of counsel required by Section 11.01 and furnishing notice or any obtaining execution by Certificateholders of any amendment to the Issuing Entity Trust Agreement thereunder. In furtherance thereof, the Seller and the Issuer shall cause execute and deliver to the preparation by other appropriate Persons Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementsopinions. Subject to Section 5.05 4 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing fore going provisions and as are expressly requested by the Seller or the Owner Trustee and are reasonably within the capability of the Administrator. The Administrator shall be responsible for any filings required by the Issuer under the Securities Exchange Act of 1934, as amended. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Seller and the Owner Trustee and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Seller and the Issuer than would be available from unaffiliated parties. (iviii) It is the intention In carrying out any of the parties hereto that its obligations under this Agreement, the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file may act either directly or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its through agents, attorneys, accountants, independent contractors and to each successor Administrator appointed pursuant to the terms hereof, one or more powers auditors and enter into agreements with any of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsthem.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to July 1, 2000 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of (x) the Issuing Entity Owner Trustee on behalf of the Issuer under the Related Agreements Indenture and the Trust Agreement and (y) the Grantor Trustee on behalf of the Depositor under the Grantor Trust Agreement dated June 10, 2004, among The National Collegiate Funding LLC, as Depositor, and U.S. Bank National Association, as Grantor Trustee, including, without limitation, those duties and obligations set forth on SCHEDULE A hereto. In furtherance thereof, the Issuer shall perform such calculations execute and shall prepare deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of EXHIBIT A hereto, appointing the Administrator the attorney-in-fact of the Issuer for execution by the Issuing Entity and shall cause purpose of executing on behalf of the preparation by other appropriate Persons of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementsopinions. Subject to Section 5.05 4 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer and the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. (ii) . The Administrator shall agrees to perform the duties of the Administrator such obligations and deliver such notices as are specified in Section 5.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Administrator under the Indenture and the Trust Agreement. (iiiii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; providedPROVIDED, howeverHOWEVER, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer, the Indenture Trustee or the Owner Trustee, and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iii) In carrying out any of its obligations under this Agreement, the Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them. (iv) It is In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the intention Administrator may retain and employ agents to collect on such Student Loans and to commence any actions or proceedings the agents deem necessary in connection with such collection efforts on such Student Loans. (v) The Administrator shall cause a nationally recognized independent public accounting firm to conduct an annual audit of the parties hereto that Financed Student Loans owned by the Administrator shall, Issuer in accordance with procedures acceptable to the Rating Agencies and shall provide the Administrator hereby agrees to, execute on behalf Rating Agencies with a copy of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsaudit report.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee Issuer to prepare, file or deliver pursuant to the Related AgreementsAgreements and shall administer the Trust in the interest of the holders of the Transferor Certificates, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee Issuer to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) and 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other arty duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall ----------------- - perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements Agreements, and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements and shall administer the Trust in the interest of the holder of the Seller Interest, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) ----------------- and 5 of this Agreement, and in accordance with the directions of the Issuing Entity- Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the ----------- Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Owner Trustee shall, Securities and Exchange Commission and any state authority on behalf of the Issuing EntityIssuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to extent not provided by the terms hereof, one or more powers of attorney substantially Servicer in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to October 15, 1999 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 5.5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EC, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) and 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 9.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the --------- Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to February 15, 1999 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) and 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 9.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements and shall administer the Trust in the interest of the holder of the Seller Interest, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) -------- -------- and 5 of this Agreement, and in accordance with the directions of the Issuing Entity- Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, --------- appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to subsection 1(c) and Section 5, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, orders, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements and shall administer the Trust in the interest of the Beneficiary, and at the request of the Issuing Entity Issuer or the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to subsection 1(c) and Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Beneficiary or the Owner Trustee, in each case on behalf of the Issuer, and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, orders, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, orders, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to July 1, 2001 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to June 15, 1999 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall perform all ----------------- - duties and obligations of the Issuing Entity Issuer under the Related Agreements Agreements, and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements and shall administer the Trust in the interest of the holder of the Seller Interest, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) and 5 of this Agreement, and in accordance -------- -------- - with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9 of the Transfer and Servicing Agreement. In ----------- furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to August 15, 1999 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) and 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 9.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, --------- appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; providedPROVIDED, howeverHOWEVER, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documentsIssuer under the Indenture and the Trust Agreement including, reportswithout limitation, filings, instruments, certificates those duties and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreementsobligations set forth on Schedule A hereto. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, Issuer shall execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator as the attorney-in-fact attorney­in­fact of the Issuing Entity Issuer, for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as are required to be executed by the Issuer pursuant to such agreements. Subject to Section 5 of this Agreement, and in accordance with the directions of the Issuer, the Depositor or the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. The Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Administrator under the Indenture and the Trust Agreement. (ii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer, the Indenture Trustee, or the Owner Trustee, and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iii) In carrying out any of its obligations under this Agreement, the Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and may enter into agreements with any of them. (iv) In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the Administrator may retain and employ agents to collect on such Student Loans and to commence any actions or proceedings the agents deem necessary in connection with such collection efforts on such Student Loans. (v) The Administrator shall cause a nationally recognized independent public accounting firm to conduct an annual audit of the Financed Student Loans owned by the Issuer in accordance with procedures acceptable to the Rating Agencies and shall provide the Rating Agencies with a copy of the audit report.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity Trust under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Trust and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Trust or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Trust or the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Trust or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 Sections 1(c)(ii) and 5 of this Agreement, and in accordance with the directions of the Issuing EntityTrust, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 9.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Trust and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Trust than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Trust all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Trust to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityTrust, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Trust for the purpose of executing on behalf of the Issuing Entity Trust all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, notices and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsBasic Documents, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related AgreementsBasic Documents. Subject to Section 5.05 SECTION 7 of this Agreement, and in accordance with the directions of the Issuing EntityOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related AgreementsBasic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 SECTION 6.10 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any admin-v5.fin of its Affiliates; providedPROVIDED, howeverHOWEVER, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention Persons that are not Affiliates of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsAdministrator.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject . (ii) Notwithstanding anything in this Agreement or the Related Agreements to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing Entitycontrary, the Administrator shall administer, perform or supervise the be responsible for performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any duties of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability set forth in Section 5.05 of the AdministratorTrust Agreement with respect to, among other things, accounting and reports to the Owner. (iiiii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; providedPROVIDED, howeverHOWEVER, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (ivv) It is the intention of the parties hereto that the Administrator shall, and the The Administrator hereby agrees to, to execute on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsBasic Documents.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreements. Subject . (ii) Notwithstanding anything in this Agreement or the Related Agreements to Section 5.05 of this Agreement, and in accordance with the directions of the Issuing Entitycontrary, the Administrator shall administer, perform or supervise the be responsible for performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any duties of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability set forth in Section 5.05 of the AdministratorTrust Agreement with respect to, among other things, accounting and reports to the Owner. (iiiii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (ivv) It is the intention of the parties hereto that the Administrator shall, and the The Administrator hereby agrees to, to execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereofBasic Documents. (vi) The Administrator shall make available to each Rating Agency notice of (i) the occurrence and continuation of any Servicer Default and shall specify in such notice the action, the Owner Trustee shallif any, on behalf being taken in respect of such default pursuant to Section 3.19 of the Issuing EntityIndenture; (ii) any merger, execute and deliver consolidation or transfer of all or substantially all of the corporate trust business or assets of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (iii) any amendment to the Administrator and its agents, and to each successor Administrator appointed Purchase Agreement pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact Section 6.05 of the Issuing Entity for Purchase Agreement; (iv) the purpose of executing on behalf Servicer’s Certificate prepared pursuant to Section 4.09 of the Issuing Entity all such documentsSale and Servicing Agreement along with a copy thereof; (v) any event which with the giving of notice or lapse of time, reportsor both, filings, instruments, certificates would become a Servicer Default under Section 8.01(a) or 8.01(b) of the Sale and opinions.Servicing Agreement;

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsAgreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic form. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.04(a), (b), (c) and (d), the penultimate sentence of Section 5.04 and Section 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Owners; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Owner to prepare its federal and state income tax returns. 5 (2005-A Owner Trust Administration Agreement) (iii) The Administrator shall satisfy its obligations with respect to clause (ii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (iv) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Section 5.02 Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to April 1, 2003 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall will perform such calculations and shall will prepare for execution by the Issuing Entity and shall or will cause the preparation by other appropriate Persons persons of, and will execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall will be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall Owner Trustee will take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice will specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator shall will provide prior to April 1, 2003 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator will be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding will no longer be required. (vi) The Administrator will perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) The Administrator will either prepare, execute and deliver, or will direct the Servicer to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Sarbanes-Oxley Act. (viii) In carrying out the foregoing duties fo▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall will be in accordance with any directions received from the Issuing Entity Issuer and shall will be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Delaware Trustee on behalf of the Issuer under the Related Agreements Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and shall perform such calculations deliver to the Issuer Administrator and shall prepare to each successor issuer administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for execution by the Issuing Entity and shall cause purpose of executing on behalf of the preparation by other appropriate Persons of Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementsopinions. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer and the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Issuer or the Delaware Trustee and are reasonably within the capability of the Issuer Administrator. (ii) . The Issuer Administrator shall agrees to perform the duties of the Administrator such obligations and deliver such notices as are specified in Section 5.02 of the Trust Agreement required as to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Issuer Administrator under the Trust AgreementRelated Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention In carrying out any of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereofits obligations under this Agreement, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Issuer Administrator and its may act either directly or through agents, attorneys, accountants, independent contractors and to each successor Administrator appointed pursuant to the terms hereof, one or more powers auditors and enter into agreements with any of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsthem.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to December 1, 2000 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to March 1, 2002 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Section 1(c)(ii), the Administrator shall perform all duties and obligations of the Issuing Entity Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity Issuer and shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Issuer shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 1(c)(ii) and 5 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator Transferor specified in Section 5.02 9.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Transferor or the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer or the Owner Trustee and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute prepare, file and deliver on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer to prepare, file or deliver pursuant to the Related AgreementsDocuments. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing EntityIssuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Issuer for the purpose of executing on behalf of the Issuing Entity Issuer all such documents, reports, filings, instruments, certificates and opinions. (v) The Administrator shall indemnify, defend and hold harmless the Owner Trustee and its successors, assigns, directors, officers, agents, employees and servants from and against any and all Expenses (as defined in the Trust Agreement), subject to the terms of Section 7.02 of the Trust Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all perform, or cause to be performed, the duties and obligations of the Issuing Entity Seller, Designated Certificateholder and the Issuer under the Related Agreements Trust Agreement. These duties and shall perform obligations include, without limitation, the following (references are to sections of the Trust Agreement): (A) preparing, filing or delivering tax returns, reports and forms and performing the other duties of the Issuer under Sections 2.06 and 5.05; (B) removing the Certificate Paying Agent under Section 3.10 and appointing a successor, subject to compliance with Section 4.01; (C) directing the Owner Trustee to take action under the Basic Documents pursuant to Section 6.01; (D) furnishing documents to the Certificateholders under Section 7.02; (E) delivering notice of termination of the Issuer under Section 9.01 and notices of such calculations termination or of any Insolvency Event with respect to the Holder of the Designated Certificate under Section 9.02; (F) appointing a successor Owner Trustee, removing the Owner Trustee and shall prepare for providing notices regarding such action under Section 10.02 and executing instruments and providing notices in connection with such appointment under Section 10.03; (G) appointing co-trustees or separate trustees under Section 10.05, and removing same thereunder; and (H) obtaining any opinion of counsel required by Section 11.01 and furnishing notice or any obtaining execution by Certificateholders of any amendment to the Issuing Entity Trust Agreement thereunder. In furtherance thereof, the Seller and the Issuer shall cause execute and deliver to the preparation by other appropriate Persons Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementsopinions. Subject to Section 5.05 4 of this Agreement, and in accordance with the directions of the Issuing EntityIssuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Seller or the Owner Trustee and are reasonably within the capability of the Administrator. The Administrator shall be responsible for any filings required by the Issuer under the Securities Exchange Act of 1934, as amended. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Seller and the Owner Trustee and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Seller and the Issuer than would be available from unaffiliated parties. (iviii) It is the intention In carrying out any of the parties hereto that its obligations under this Agreement, the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file may act either directly or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its through agents, attorneys, accountants, independent contractors and to each successor Administrator appointed pursuant to the terms hereof, one or more powers auditors and enter into agreements with any of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsthem.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to February 28, 2001 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 5 of this Agreement, and in accordance with the directions of the Issuing EntityOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 9.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity Issuer or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsBasic Documents. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuing EntityIssuer, execute and deliver to the Administrator and its agentsAdministrator, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EA hereto, appointing the Administrator the attorney-in-fact of the Issuing Entity Owner Trustee and the Issuer for the purpose of executing on behalf of the Issuing Entity Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform all perform, or cause to be performed, its duties and obligations and the duties and obligations of the Issuing Entity Delaware Trustee on behalf of the Issuer under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty Trust Agreement. (ii) In furtherance of the Issuing Entity or foregoing, the Owner Trustee to prepare, file or Issuer shall execute and deliver pursuant to the Related AgreementsIssuer Administrator one or more powers of attorney substantially in the form of Exhibit A hereto, and at appointing the request Issuer Administrator the attorney-in-fact of the Issuing Entity shall take all appropriate action that it is Issuer for the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Related Agreementspurpose set forth therein. Subject to Section 5.05 of this Agreement4 hereof, and in accordance with the directions of the Issuing EntityIssuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer or the Delaware Trustee. The Issuer Administrator agrees to perform such obligations and deliver such notices as are reasonably within the capability of the Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 5.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed delivered by the Issuer Administrator under the Trust AgreementRelated Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuing Entity Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) It is the intention In carrying out any of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereofits obligations under this Agreement, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Issuer Administrator and its may act either directly or through agents, attorneys, accountants, independent contractors and to each successor Administrator appointed pursuant to the terms hereof, one or more powers auditors and enter into agreements with any of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinionsthem.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall will perform such calculations and shall will prepare for execution by the Issuing Entity and shall or will cause the preparation by other appropriate Persons persons of, and will execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall will be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity shall Owner Trustee will take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice will specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator shall will provide prior to April 1, 2003 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator will be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding will no longer be required. (vi) The Administrator will perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) The Administrator will either prepare, execute and deliver, or will direct the Servicer to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Sarbanes-Oxley Act. (viii) In carrying out the foregoing duties or any of its other o▇ ▇▇▇ ▇▇ ▇▇▇ ▇ther obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall will be in accordance with any directions received from the Issuing Entity Issuer and shall will be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all duties and obligations of the Issuing Entity under the Related Agreements and shall perform such calculations and shall prepare for execution by the Issuing Entity and or shall cause the preparation by other appropriate Persons persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuing Entity Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5.05 6 of this Agreement, and in accordance with the directions of the Issuing Entity, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to September 1, 2001 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 5.02 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Issuer and shall be, in the Administrator’s 's opinion, no less favorable to the Issuing Entity Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of the Issuing Entity, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit E, appointing the Administrator the attorney-in-fact of the Issuing Entity for the purpose of executing on behalf of the Issuing Entity all such documents, reports, filings, instruments, certificates and opinions.