Common use of Duties with Respect to the Issuer Clause in Contracts

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and those provided in the other Basic DocumentsRelated Agreements and the Trust Agreement which the Administrator agrees herein to perform, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Related Agreements, the Trust Agreement or any of the other Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Related Agreements, the Trust Agreement or any of the other Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 5 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Related Agreements and other Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations (including calculating on each LIBOR Determination Date the applicable rate of interest for the related class of Notes for the applicable Accrual Period) and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary. The Administrator, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate on behalf of the Administrator containing all the information necessary: (A) to Issuer, shall calculate and pay the Department any Consolidation Fees due and rebates properly payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iiib) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif the Excess Distribution Certificate is not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) [Reserved]. (f) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (g) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations (including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period) and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.01, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04 of the Trust Agreement with respect to, among other things, any accounting and reports to Excess Distribution Certificateholder; provided, however, that the Trustee shall retain responsibility for the distribution of the Schedule K-1’s necessary to enable each Excess Distribution Certificateholder to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Administrator shall perform the notice obligations in the event of a default, termination event or failure to pay in full any amount due by the Swap Counterparties specified in the Swap Agreements. The Administrator shall also provide written notice to the Rating Agencies in the event that a Swap Counterparty’s rating is withdrawn, downgraded below “Aa3”, “A1” or “P-1” by ▇▇▇▇▇’▇, “A-1” or “A+” by S&P or “F-1” or “A” by Fitch or put on watch for downgrade at a time when a Swap Counterparty’s rating is at such levels. (g) The Administrator shall be responsible for performance of the duties of the Trustee set forth in Section 5.04 of the Trust Agreement and the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, the reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, if the Excess Distribution Certificate are not then held by the Depositor.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Owner Trustee or the Eligible Lender Trustee Administrator to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Owner Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Owner Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the holder of the Trust Certificate, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 6.04 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Administrator shall provide notice to each Rating Agency if a Responsible Officer of the Administrator becomes aware of (i) the occurrence of a downgrade

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator Servicer set forth above and in this Agreement or any of the other Basic Documents, the Administrator Servicer shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee 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 Issuer or the Eligible Lender Owner Trustee to prepare, prepare file or deliver pursuant to this Agreement or any of the Basic DocumentsDocuments or under state and federal tax and securities laws, and at the request of the Eligible Lender Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. In furtherance thereof, the Eligible Lender Trustee shallincluding, on behalf of itself without limitation, pursuant to SECTIONS 2.6 and 2.10 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsTrust Agreement. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator The Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Receivables (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Issuer or the Owner Trustee and are reasonably within the capability of the AdministratorServicer. (ii) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Trustee in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to the Noteholder as contemplated this Agreement. Any such notice shall be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of or the duties of the Eligible Lender Trustee Issuer or the Seller set forth in Section 5.02 SECTION 5.1 of the Trust Agreement with respect to, among other things, any accounting and reports to Noteholders and Certificateholders; provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1 as necessary to enable the Certificateholders to prepare its federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (viiv) The Administrator Servicer shall perform the duties of the Administrator Servicer specified in Sections 10.02 and 10.03 SECTION 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Owner Trustee, and any other duties expressly required to be performed by the Administrator Servicer under this Agreement or any of the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator Servicer 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 Issuer and shall be, in the AdministratorServicer's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated partiesin any material respect.

Duties with Respect to the Issuer. (i) In addition The Administrator agrees to perform all its duties as Administrator and, except as specifically excluded herein, agrees to perform all the duties of the Administrator set forth above Issuer and in the other Owner Trustee under the Issuer Basic Documents. In addition, the Administrator shall perform such calculations consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Issuer Basic Documents. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuer and the Owner Trustee under the Issuer Basic Documents. The Administrator shall prepare for execution by the Issuer or the Eligible Lender Trustee Issuer, or shall cause the preparation by other appropriate Persons of persons of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Eligible Lender Owner Trustee to prepare, file or deliver pursuant to the Issuer Basic Documents. In addition, and at the request of the Eligible Lender Trustee Administrator shall take or cause the Issuer to take all appropriate action that it is the duty of the Issuer to take pursuant to the Sale and Servicing Agreement and the other Issuer Basic Documents. In furtherance thereof, except (i) any such duties that constitute Non-Ministerial Matters (as such term is defined in Section 2(c)), (ii) duties that are expressly identified to be performed by the Eligible Lender Owner Trustee shall, or another Person on behalf of itself and of the Issuer, execute (iii) duties constituting payment obligations of the Issuer, including duties under Article Five of the Sale and Servicing Agreement and (iv) duties under Section 3.01 of the Indenture. In furtherance of the foregoing, the Administrator shall take all appropriate action that the Issuer or the Owner Trustee is required to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture (parenthetical section references are to Sections of the Indenture unless otherwise specified): (i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Register (Section 2.04); (iii) the delivery to the Indenture Trustee of sufficient information about the parties and/or transactions so the Indenture Trustee can determine whether it has tax related obligations under Applicable FATCA Law (Section 2.09(f)); (iv) the duty to cause an office to be maintained in St. ▇▇▇▇, Minnesota, for registration of transfer or exchange of Notes (Section 3.02); (v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Administrator Indenture Trustee the instrument specified in the Indenture regarding funds held in trust and directing any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent (Section 3.03); (vi) the direction to Paying Agents, if any, other than the Indenture Trustee, to deposit monies with the Indenture Trustee (Sections 3.03 and 4.03); (vii) the obtaining and preservation of the Issuer’s qualifications to do business in each jurisdiction where such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.04); (viii) the preparation of all supplements and amendments to the Indenture and all UCC financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Collateral as set forth in the Indenture and to each successor Administrator appointed pursuant to obtain and maintain, for the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact benefit of the Eligible Lender Indenture Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documentsNoteholders, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreementa first Lien on, and in accordance with the directions of the Eligible Lender Trusteea first priority, the Administrator shall administerperfected security interest in, perform or supervise the performance of such other activities in connection with the Collateral (including Section 3.05); (ix) the Basic Documents) as are not covered by any delivery of the foregoing provisions Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as are expressly requested by to the Eligible Lender Trustee Collateral, and are reasonably within the capability annual delivery of the Administrator.Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09); (iix) Notwithstanding anything in this Agreement or the Basic Documents delivery of an Officer’s Certificate of the Issuer to the contrary, Indenture Trustee concerning the Administrator shall deliver identity of each Person with whom the Issuer has contracted to perform its duties under the Eligible Lender Trustee, Indenture (Section 3.07(b)); (xi) the delivery of written notice to the Indenture Trustee, the Rating Agencies and Noteholders of a Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (if Section 3.07(d)); (xii) the Seller delivery of notice to the Indenture Trustee and the Noteholders of the termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement and, as soon as a Successor Servicer is not appointed, the Administratordelivery of written notice to the Indenture Trustee and the Noteholders of such appointment (Section 3.07(e)); (xiii) the preparation and obtaining of documents and instruments required for the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (xiv) the duty to cause the Servicer to comply with the Sale and Servicing Agreement (Section 3.12); (xv) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default, each default on the part of the Seller, an Officers' Certificate the Servicer or the Depositor under the Sale and Servicing Agreement and each default on the part of the Administrator containing all Seller or the information necessary: Purchaser under the Receivables Purchase Agreement (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the DepartmentSection 3.17); (Bxvi) during the Revolving Period to pay the Seller, pursuant to preparation and maintenance of documents and other written information required for certain United Stated federal income tax purposes (Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans3.21), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (Cxvii) the monitoring of the Issuer’s obligations as to pay the Servicer satisfaction and discharge of the Servicing Fee due on each Monthly Payment Date pursuant to Indenture and the preparation of an Officer’s Certificate and the obtaining of an Opinion of Counsel relating thereto (Section 2(d)(iv)(A4.01), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (Dxviii) to make all the distributions preparation, obtaining or filing of the instruments, opinions and certificates and other documents required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as release of Collateral (Section 4.04); (xix) the case may be, preceding compliance with Section 5.04 of the date Indenture with respect to the sale of such Officers' Certificate, which Officers' Certificate the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be delivered on each Determination Date. In addition, prior continuing (Section 5.04(a)); (xx) the requesting of information to facilitate compliance by the Issuer with Rule 15Ga-1 under the Exchange Act (Section 6.05(b)); (xxi) the delivery to the Indenture Trustee of the information necessary to deliver to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation Noteholder such information as may be reasonably required to enable such Holder to prepare an Officers' Certificate on such Determination Date pursuant its United States federal and State income tax returns (Section 6.06(b)); (xxii) the preparation and delivery of notice to this Section, Noteholders of the Class A-1 Note Rate, resignation or removal of the Class A-2 Note Rate Indenture Trustee and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof.appointment of a successor Indenture Trustee (Section 6.08); (iiixxiii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance preparation of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report written instruments required to be distributed to Note Owners. (v) [Reserved.] (vi) The Administrator shall perform confirm more fully the duties authority of the Administrator specified in Sections 10.02 any co-trustee or separate trustee and 10.03 of the Trust Agreement required to be performed any written instruments necessary in connection with the resignation or removal of any co‑trustee or separate trustee (Sections 6.08 and 6.10); (xxiv) the Eligible Lender furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xxv) the preparation and, after execution by the Issuer, the filing with the Commission and the appointment Indenture Trustee of a successor Eligible Lender Trustee, and any other duties expressly documents required to be performed filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Administrator under Commission and the transmission of such summaries, as necessary, to the Noteholders (Sections 7.06 and 7.07); (xxvi) the opening of one or more accounts in the Indenture Trustee’s name and the taking of all actions necessary with respect to investment and reinvestment of funds in the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 Accounts (Section 8.02 of the Indenture and those under Section 6.07 5.01 of the Trust Sale and Servicing Agreement.); (viixxvii) As described in Article IX the preparation of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Agreement, notice Collateral (Sections 8.04 and 8.05); (xxviii) the preparation of any termination Issuer Orders and the obtaining of the Trust shall be given by the Administrator Opinions of Counsel with respect to the Eligible Lender Trusteeexecution of supplemental indentures and the mailing to the Noteholders and the Rating Agencies of required notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (xxix) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.05); (xxx) providing, or causing the Indenture Trustee and any Swap Counterparties as soon as practicable after to provide, notification to Noteholders of redemption of the Administrator has received notice thereof.Notes (Section 10.02); (viiixxxi) In carrying out the foregoing duties or any of its other obligations under this Agreementwithout duplication, the Administrator may enter into transactions preparation and delivery of all Officer’s Certificates, Independent Certificates and Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (xxxii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture to the extent permitted thereunder (Section 11.01(b)); (xxxiii) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Issuer, the Depositor or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (xxxiv) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notices in accordance with the notice provisions of such agreements (Section 11.06); (xxxv) the recording of the Indenture, if applicable (Section 11.15); and (xxxvi) performance by the Issuer of the covenants and agreements set forth in Article Twelve of the Indenture applicable to the Issuer and to otherwise deal comply 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 Article Twelve of the Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated partiesIndenture.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the The Administrator shall perform such calculations calculations, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons Persons, of all such documents, reports, filings, instruments, certificates and opinions opinions, as it shall be the duty of the Issuer or the Eligible Lender Trustee Issuer, to perform, prepare, file or deliver pursuant to the Basic Related Documents, and at . At the request of the Eligible Lender Trustee Issuer, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Related Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 5 of this Agreement, and in accordance with the directions of the Eligible Lender TrusteeIssuer, the Administrator Administrator, on behalf of the Issuer, shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee Issuer, and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Administrator shall deliver to be responsible for promptly notifying the Eligible Lender TrusteeIssuer, in the Indenture Trustee, the Rating Agencies and (if the Seller event that any withholding tax is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered imposed on the date that is three Business Days prior to Issuer's payments (or allocations of income). Any such notice shall specify the date such fees are amount of any withholding tax required to be remitted to the Department; (B) during the Revolving Period to pay the Seller, withheld pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereofprovision. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee Managing Member set forth in Section 5.02 Sections 8.2 and 8.3 of the Trust Issuer Limited Liability Company Agreement with respect to, among other things, accounting and reports to members; provided, however, that the Managing Member shall retain responsibility for the distribution of the Schedule K-1s necessary to enable each member to prepare its Federal and State income tax returns. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) by retaining, at the expense of the Issuer, a firm of independent certified public accountants (the "Accountants") acceptable to the Issuer, which Accountants shall perform the obligations of the Administrator thereunder. In connection with clause (ii), the Accountants will provide a letter in form and substance satisfactory to the Managing Member or the Issuer, as applicable, as to whether any tax information or accounting report withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants 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 distributed to Note Ownersrequired. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (vi) The Administrator hereby agrees to execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Documents or otherwise by law.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic DocumentsRelated Agreements, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsRelated Agreements. Subject to Section 9 5 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall deliver to be responsible for promptly notifying the Eligible Lender Trustee, Trustee in the Indenture Trustee, event that any withholding tax is imposed on the Rating Agencies and Issuer's payments (if the Seller is not the Administratoror allocations of income) the Seller, to an Officers' Certificate Owner as contemplated in Section 5.01(c) of the Administrator containing all Trust Agreement. Any such notice shall specify the information necessary: (A) to pay the Department amount of any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are withholding tax required to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased withheld by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereofprovision. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, any accounting and reports to Owners; PROVIDED, HOWEVER, that the Eligible Lender Trustee shall retain responsibility for the distribution of the Schedule K-1s necessary to enable each Owner to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (viiv) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, the Sale and Servicing Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust AgreementRelated Agreements. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiiv) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period and on each Interest Rate Determination Date for each class of Reset Rate Notes then bearing a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under any Swap Agreement, as applicable, including without limitation, any notice obligations specified in each Swap Agreement in the event of a default, termination event or failure to pay in full any amount due (as defined in the related Swap Agreement) by the related Swap Counterparty or the Issuer. (f) The Administrator shall be responsible for promptly preparing and delivering a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in each Swap Agreement, as applicable) required to be provided under the provisions of any Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount for Delayed Delivery Loans or the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Delayed Delivery Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note LIBOR Rate, the Class A-2 Note LIBOR Rate, the Subordinate Note LIBOR Rate and the Subordinate Note Adjusted Student Loan Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any the Swap Counterparties Counterparty as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the related class of Notes (if applicable) for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary. The Administrator, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate on behalf of the Administrator containing all the information necessary: (A) to Issuer, shall calculate and pay the Department any Consolidation Fees due and rebates properly payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iiib) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif the Excess Distribution Certificate is not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) [The Administrator shall perform the notice obligations in the event of default, a Swap Termination Event or a failure to pay in full any amount due by a Swap Counterparty specified in the related Swap Agreement. The Administrator shall also provide written notice to the Rating Agencies in the event that any Swap Counterparty’s rating is withdrawn, downgraded below “[__]”, “[__]” or “[__]” by [___], “[__]” or “[__]” by [___] or “[__]” or if [___] is then a Rating Agency, “[__]” by [___], or put on watch for downgrade at a time when any Swap Counterparty’s rating is at such levels.] (f) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (g) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform the duties and obligations of the Issuer under the Basic Documents and the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Owner Trustee or the Eligible Lender Trustee Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments and the Eligible Lender Trust Agreement (Issuer), and at the request of the Eligible Lender Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, Documents and the Eligible Lender Trustee shall, on behalf of itself and of the Trust Agreement (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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions). Subject to Section 9 of this Agreement8.1, and in accordance with the directions of the Eligible Lender Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsDocuments and the Eligible Lender Trust Agreement (Issuer)) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vib) The Administrator shall perform the duties of the Administrator specified set forth in Sections 10.02 and 10.03 Section 6.04 of the Trust Agreement required and the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, the reasonable fees and expenses of which shall be performed in connection with paid by the resignation Depositor or removal the holder of the Eligible Lender Trustee and Trust Certificate, if not then held by the appointment of a successor Eligible Lender Trustee, and Depositor. (c) The Administrator shall perform any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Administrator shall provide notice to each Rating Agency if a Responsible Officer of the Administrator becomes aware of (i) the occurrence of a downgrade below “A1” by ▇▇▇▇▇’▇ of Citibank, N.A.’s long-term senior unsecured debt rating and (ii) if Citibank, N.A. no longer owns 50% or more of the outstanding common stock of SLC.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each Interest Rate Determination Date for the Reset Rate Notes, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date, and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the holder of the Excess Distribution Certificate, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of all notices required by any termination of Clearing Agency or stock exchange upon which the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereofNotes are then listed. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under the Initial Interest Rate Swap Agreement, Interest Rate Cap Agreement or any Swap Agreement, as applicable, including without limitation, any notice obligations specified in the Initial Interest Rate Swap Agreement, Interest Rate Cap Agreement or any Swap Agreement in the event of a default by the related Swap Counterparty. (f) The Administrator shall be responsible for promptly preparing and delivering a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in each Interest Rate Swap Agreement) required to be provided under the provisions of any Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each Interest Rate Determination Date for each class of Reset Rate Notes then bearing a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date, and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the holder of the Excess Distribution Certificate, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under any Swap Agreement, as applicable, including without limitation, any notice obligations specified in each Swap Agreement in the event of a default, termination event or failure to pay in full any amount due (as defined in the related Swap Agreement) by the related Swap Counterparty or the Issuer. (f) The Administrator shall be responsible for promptly preparing and delivering a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in each Swap Agreement, as applicable) required to be provided under the provisions of any Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each Interest Rate Determination Date for each class of Reset Rate Notes, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date, and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the holder of the Excess Distribution Certificate, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of all notices required by any termination of Clearing Agency or stock exchange upon which the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereofNotes are then listed. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under the Interest Rate Cap Agreement or any Interest Rate Swap Agreement, as applicable, including without limitation, any notice obligations specified in the Interest Rate Cap Agreement or any Interest Rate Swap Agreement in the event of a default by the related Interest Rate Swap Counterparty. (f) The Administrator shall be responsible for promptly preparing and delivering, a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in each Interest Rate Swap Agreement) required to be provided under the provisions of an Interest Rate Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) In carrying out the foregoing duties or any of its other obligations under this AgreementSupplement, 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the Administration Agreement resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under the Currency Swap Agreement, as applicable, including without limitation, any notice obligations specified in the Currency Swap Agreement in the event of a default, termination event or failure to pay in full any amount due (as defined in the Currency Swap Agreement) by the Currency Swap Counterparty or the Issuer. (f) The Administrator shall be responsible for promptly preparing and delivering a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in the Currency Swap Agreement, as applicable) required to be provided under the provisions of the Currency Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition The Administrator agrees to perform all its duties as Administrator and, except as specifically excluded herein, agrees to perform all the duties of the Administrator set forth above Issuer and in the other Owner Trustee under the Issuer Basic Documents. In addition, the Administrator shall perform such calculations consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Issuer Basic Documents. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuer and the Owner Trustee under the Issuer Basic Documents. The Administrator shall prepare for execution by the Issuer or the Eligible Lender Trustee Issuer, or shall cause the preparation by other appropriate Persons of persons of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Eligible Lender Owner Trustee to prepare, file or deliver pursuant to the Issuer Basic Documents. In addition, and at the request of the Eligible Lender Trustee Administrator shall take or cause the Issuer to take all appropriate action that it is the duty of the Issuer to take pursuant to the Sale and Servicing Agreement and the other Issuer Basic Documents. In furtherance thereof, except (i) any such duties that constitute Non-Ministerial Matters (as such term is defined in Section 2(c)), (ii) duties that are expressly identified to be performed by the Eligible Lender Owner Trustee shall, or another Person on behalf of itself and of the Issuer, execute (iii) duties constituting payment obligations of the Issuer, including duties under Article Five of the Sale and Servicing Agreement and (iv) duties under Section 3.01 of the Indenture. In furtherance of the foregoing, the Administrator shall take all appropriate action that the Issuer or the Owner Trustee is required to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture (parenthetical section references are to Sections of the Indenture unless otherwise specified): (i) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Register (Section 2.04); (iii) the delivery to the Indenture Trustee of sufficient information about the parties and/or transactions so the Indenture Trustee can determine whether it has tax related obligations under Applicable FATCA Law (Section 2.09(f)); (iv) the duty to cause an office to be maintained in St. ▇▇▇▇, Minnesota, for registration of transfer or exchange of Notes (Section 3.02); (v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Administrator Indenture Trustee the instrument specified in the Indenture regarding funds held in trust and directing any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent (Section 3.03); (vi) the direction to Paying Agents, if any, other than the Indenture Trustee, to deposit monies with the Indenture Trustee (Sections 3.03 and 4.03); (vii) the obtaining and preservation of the Issuer’s qualifications to do business in each jurisdiction where such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.04); (viii) the preparation of all supplements and amendments to the Indenture and all UCC financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Collateral as set forth in the Indenture and to each successor Administrator appointed pursuant to obtain and maintain, for the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact benefit of the Eligible Lender Indenture Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documentsNoteholders, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreementa first Lien on, and in accordance with the directions of the Eligible Lender Trusteea first priority, the Administrator shall administerperfected security interest in, perform or supervise the performance of such other activities in connection with the Collateral (including Section 3.05); (ix) the Basic Documents) as are not covered by any delivery of the foregoing provisions Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as are expressly requested by to the Eligible Lender Trustee Collateral, and are reasonably within the capability annual delivery of the Administrator.Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09); (iix) Notwithstanding anything in this Agreement or the Basic Documents delivery of an Officer’s Certificate of the Issuer to the contrary, Indenture Trustee concerning the Administrator shall deliver identity of each Person with whom the Issuer has contracted to perform its duties under the Eligible Lender Trustee, Indenture (Section 3.07(b)); (xi) the delivery of written notice to the Indenture Trustee, the Rating Agencies and Noteholders of a Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (if Section 3.07(d)); (xii) the Seller delivery of notice to the Indenture Trustee and the Noteholders of the termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement and, as soon as a Successor Servicer is not appointed, the Administratordelivery of written notice to the Indenture Trustee and the Noteholders of such appointment (Section 3.07(e)); (xiii) the preparation and obtaining of documents and instruments required for the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (xiv) the duty to cause the Servicer to comply with the Sale and Servicing Agreement (Section 3.12); (xv) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default, each default on the part of the Seller, an Officers' Certificate the Servicer or the Depositor under the Sale and Servicing Agreement and each default on the part of the Administrator containing all Seller or the information necessary: Purchaser under the Receivables Purchase Agreement (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the DepartmentSection 3.17); (Bxvi) during the Revolving Period to pay the Seller, pursuant to Section 2.02 monitoring of the Loan Sale Agreement, on each Transfer Date, Issuer’s obligations as to the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf satisfaction and discharge of the Issuer on such date and, on each Transfer Date after Indenture and the end preparation of an Officer’s Certificate and the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date obtaining of an Opinion of Counsel relating thereto (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student LoansSection 4.01), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (Cxvii) to pay the Servicer preparation, obtaining or filing of the Servicing Fee due on each Monthly Payment Date pursuant to instruments, opinions and certificates and other documents required for the release of Collateral (Section 2(d)(iv)(A4.04), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (Dxviii) the compliance with Section 5.04 of the Indenture with respect to make all the distributions required sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04(a)); (xix) the requesting of information to facilitate compliance by Sections 2(dthe Issuer with Rule 15Ga-1 under the Exchange Act (Section 6.05(b), 2(e), 2(f; (xx) and 2(j), for the Monthly Collection Period or Collection Period, as delivery to the case may be, preceding Indenture Trustee of the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior information necessary to deliver to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation Noteholder such information as may be reasonably required to enable such Holder to prepare an Officers' Certificate on such Determination Date pursuant its United States federal and State income tax returns (Section 6.06(b)); (xxi) the preparation and delivery of notice to this Section, Noteholders of the Class A-1 Note Rate, resignation or removal of the Class A-2 Note Rate Indenture Trustee and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof.appointment of a successor Indenture Trustee (Section 6.08); (iiixxii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance preparation of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report written instruments required to be distributed to Note Owners. (v) [Reserved.] (vi) The Administrator shall perform confirm more fully the duties authority of the Administrator specified in Sections 10.02 any co-trustee or separate trustee and 10.03 of the Trust Agreement required to be performed any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (xxiii) the Eligible Lender furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xxiv) the preparation and, after execution by the Issuer, the filing with the Commission and the appointment Indenture Trustee of a successor Eligible Lender Trustee, and any other duties expressly documents required to be performed filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Administrator under Commission and the transmission of such summaries, as necessary, to the Noteholders (Sections 7.03 and 7.04); (xxv) the opening of one or more accounts in the Indenture Trustee’s name and the taking of all actions necessary with respect to investment and reinvestment of funds in the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 Accounts (Section 8.02 of the Indenture and those under Section 6.07 5.01 of the Trust Sale and Servicing Agreement.); (viixxvi) As described in Article IX the preparation of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Agreement, notice Collateral (Sections 8.04 and 8.05); (xxvii) the preparation of any termination Issuer Orders and the obtaining of the Trust shall be given by the Administrator Opinions of Counsel with respect to the Eligible Lender Trusteeexecution of supplemental indentures and the mailing to the Noteholders and the Rating Agencies of required notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (xxviii) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.05); (xxix) providing, or causing the Indenture Trustee and any Swap Counterparties as soon as practicable after to provide, notification to Noteholders of redemption of the Administrator has received notice thereof.Notes (Section 10.02); (viiixxx) In carrying out the foregoing duties or any of its other obligations under this Agreementwithout duplication, the Administrator may enter into transactions preparation and delivery of all Officer’s Certificates, Independent Certificates and Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (xxxi) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture to the extent permitted thereunder (Section 11.01(b)); (xxxii) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Issuer, the Depositor or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (xxxiii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notices in accordance with the notice provisions of such agreements (Section 11.06); (xxxiv) the recording of the Indenture, if applicable (Section 11.15); and (xxxv) performance by the Issuer of the covenants and agreements set forth in Article Twelve of the Indenture applicable to the Issuer and to otherwise deal comply 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 Article Twelve of the Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated partiesIndenture.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing any notices required to be delivered by the Issuer to the Interest Rate Cap Counterparty under the Interest Rate Cap Agreement, as applicable, including, without limitation, any notice obligations specified in the Interest Rate Cap Agreement in the event of a default by the Interest Rate Cap Counterparty. (f) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary. The Administrator, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate on behalf of the Administrator containing all the information necessary: (A) to Issuer, shall calculate and pay the Department any Consolidation Fees due and rebates properly payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iiib) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif the Excess Distribution Certificate is not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are Administration Agreement then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under the Currency Swap Agreement, as applicable, including without limitation, any notice obligations specified in the Currency Swap Agreement in the event of a default, termination event or failure to pay in full any amount due (as defined in the Currency Swap Agreement) by the Currency Swap Counterparty or the Issuer. (f) The Administrator shall be responsible for promptly preparing and delivering a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in the Currency Swap Agreement, as applicable) required to be provided under the provisions of the Currency Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (h) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary. The Administrator, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate on behalf of the Administrator containing all the information necessary: (A) to Issuer, shall calculate and pay the Department any Consolidation Fees due and rebates properly payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iiib) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereof.listing of the Notes to an alternative stock exchange of international standing. Administration Agreement (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic DocumentsRelated Agreements, the Administrator shall perform such calculations (and in such capacity is hereby appointed the "Calculation Agent" for the Issuer) and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsRelated Agreements. Subject to Section 9 5 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall deliver to be responsible for promptly notifying the Eligible Lender Trustee, Trustee in the Indenture Trustee, event that any withholding tax is imposed on the Rating Agencies and Issuer's payments (if or allocations of income) to the Seller is not the AdministratorOwner as contemplated in Section 5.01(c) the Seller, an Officers' Certificate of the Administrator containing all Trust Agreement. Any such notice shall specify the information necessary: (A) to pay the Department amount of any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are withholding tax required to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased withheld by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereofprovision. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04 of the Trust Agreement with respect to, among other things, the preparation of any required tax information or accounting report required forms; PROVIDED, HOWEVER, that the Eligible Lender Trustee shall retain responsibility for the distribution of all reports and forms necessary to be distributed enable the holder of the Certificate to Note Ownersprepare its Federal and state income tax returns. (v) [Reserved.] (viiv) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, the Sale and Servicing Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 Related Agreements. (v) The Administrator shall perform the duties of the Indenture and those under Eligible Lender Trustee with respect to Section 6.07 10.04 of the Trust Sale and Servicing Agreement in connection with the sale of any Access Loans by the Issuer. (vi) The Administrator shall be the Calculation Agent under the Cap Agreement and shall give notice to the Cap Provider pursuant to Section 5.04(c) of the Sale and Servicing Agreement when payments are due to the Issuer under the Cap Agreement. (vii) As described in Article IX The Administrator shall be the Calculation Agent under the Interest Rate Swap and shall give notice to the Swap Counterparty and the Indenture Trustee, with a copy to the Securities Insurer, of the amounts of the Net Trust Swap Payment and the Net Trust Swap Receipt with respect to each Distribution Date, pursuant to Section 5.04(c) of the Sale and Servicing Agreement, notice of any termination and whether a Net Payment is due to the Swap Counterparty or a Net Receipt is due to the Issuer and the amounts thereof; in addition, the Administrator shall deliver all notices, on behalf of the Trust shall Issuer, required to be given delivered by the Administrator to Issuer under the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereofInterest Rate Swap. (viii) The Administrator agrees to provide notice on behalf of the Issuer to all other parties and the Rating Agencies of the occurrence of any event requiring such notice under each of the Basic Documents. (ix) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform the duties and obligations of the Issuer under the Basic Documents and the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date, the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Owner Trustee or the Eligible Lender Trustee Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments and the Eligible Lender Trust Agreement (Issuer), and at the request of the Eligible Lender Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, Documents and the Eligible Lender Trustee shall, on behalf of itself and of the Trust Agreement (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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions). Subject to Section 9 of this Agreement8.1, and in accordance with the directions of the Eligible Lender Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsDocuments and the Eligible Lender Trust Agreement (Issuer)) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vib) The Administrator shall perform the duties of the Administrator specified set forth in Sections 10.02 and 10.03 Section 6.04 of the Trust Agreement required and the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, the reasonable fees and expenses of which shall be performed in connection with paid by the resignation Depositor or removal the holder of the Eligible Lender Trustee and Trust Certificate, if not then held by the appointment of a successor Eligible Lender Trustee, and Depositor. (c) The Administrator shall perform any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents. (d) The Administrator shall be responsible for preparing and delivering, including those under Sections 6.07 and 6.08 on behalf of the Indenture Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and those under Section 6.07 (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (e) The Administrator may instruct the Eligible Lender Trustee, as holder of the Trust Agreement. (vii) As described in Article IX Student Loans on behalf of the Trust, to take any action or make any election regarding payments made on or with respect to the Trust AgreementStudent Loans (including, notice without limitation, Special Allowance Payments and Interest Subsidy Payments) that is permitted by the Higher Education Act and any other applicable federal law; provided, however, that any such election shall not adversely affect in any material respect the interests of any termination Noteholder, as evidenced by either (i) satisfaction of the Trust shall be given by the Administrator Notice Condition in connection therewith or (ii) delivery of an Opinion of Counsel to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiif) In Subject to Section 2.18, 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations (including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period) and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.01, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04 of the Trust Agreement with respect to, among other things, any accounting and reports to Excess Distribution Certificateholder; provided, however, that the Trustee shall retain responsibility for the distribution of the Schedule K­1’s necessary to enable each Excess Distribution Certificateholder to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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; Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Administrator shall perform the notice obligations in the event of a default, termination event or failure to pay in full any amount due by the Swap Counterparties specified in the Swap Agreements. The Administrator shall also provide written notice to the Rating Agencies in the event that a Swap Counterparty’s rating is withdrawn, downgraded below “Aa3”, “A1” or “P­1” by ▇▇▇▇▇’▇, “A­1” or “A+” by S&P or “F­1” or “A” by Fitch or put on watch for downgrade at a time when a Swap Counterparty’s rating is at such levels. (g) The Administrator shall be responsible for performance of the duties of the Trustee set forth in Section 5.04 of the Trust Agreement and the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, the reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, if the Excess Distribution Certificate are not then held by the Depositor.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Transaction Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Owner Trustee or the Eligible Lender Trustee Administrator to prepare, file or deliver pursuant to the Basic Transaction Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 hereof, and in accordance with the directions of the Eligible Lender Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vib) The Administrator shall perform the duties of the Administrator Certificate Paying Agent specified in Sections 10.02 and 10.03 Section 5.3 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic DocumentsAdministrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, including those under Sections 6.07 the reasonable fees and 6.08 expenses of which shall be paid by the Indenture and those under Section 6.07 of Depositor or the Trust AgreementCertificateholders, if the Certificates are not then held by the Depositor. (viic) As described in Article IX The Administrator shall prepare, execute and deliver, on behalf of the Trust AgreementIssuer, notice of any termination Subsequent Transfer Agreements required to be delivered under the terms of the Trust shall be given by the Administrator Transfer Agreement with respect to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereofSubstituted Loans. (viiid) The Administrator shall perform any other express duties set forth in the Transaction Documents. (e) The Administrator shall be responsible for preparing, on behalf of the Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (f) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations (including calculating on each LIBOR Determination Date the applicable rate of interest for the related class of Notes (if applicable) for the applicable Accrual Period) and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reportsreports (including the reporting of the amount of original issue discount, if any, to the Indenture Trustee), filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary. The Administrator, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate on behalf of the Administrator containing all the information necessary: (A) to Issuer, shall calculate and pay the Department any Consolidation Fees due and rebates properly payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iiib) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif the Excess Distribution Certificate is not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) [Reserved]. (f) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (g) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each Interest Rate Determination Date for the Reset Rate Notes, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the holder of the Excess Distribution Certificate, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under the Initial Interest Rate Swap Agreement, Interest Rate Cap Agreement or any Swap Agreement, as applicable, including without limitation, any notice obligations specified in the Initial Interest Rate Swap Agreement, Interest Rate Cap Agreement or any Swap Agreement in the event of a default by the related Swap Counterparty. (f) The Administrator shall be responsible for promptly preparing and delivering a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in each Interest Rate Swap Agreement) required to be provided under the provisions of any Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.01, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04 of the Trust Agreement with respect to, among other things, any accounting and reports to Excess Distribution Certificateholders; provided, however, that the Trustee shall retain responsibility for the distribution of the Schedule K-1’s necessary to enable each Excess Distribution Certificateholder to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Administrator shall perform the notice obligations in the event of a default, termination event or failure to pay in full any amount due by the Swap Counterparties specified in the Swap Agreements. The Administrator shall also provide written notice to the Rating Agencies in the event that a Swap Counterparty’s rating is withdrawn, downgraded below “Aa3”, “A1” or “P-1” by ▇▇▇▇▇’▇, “A-1” or “A+” by S&P or “F-1” or “A” by Fitch or put on watch for downgrade at a time when a Swap Counterparty’s rating is at such levels.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic DocumentsRelated Agreements, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic DocumentsRelated Agreements. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, occurred the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, and on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v2(e)(ii)(b)(iv), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j2(f), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Senior Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note T-▇▇▇▇ Rate and the Subordinate Note Student Loan Rate in accordance with the respective definitions thereofthereof for the related Quarterly Interest Period. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic DocumentsRelated Agreements, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, Trustee and the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 trans actions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator's Administrators opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties --------------------------------- of the Administrator set forth above and in the other Basic DocumentsRelated Agreements, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic DocumentsRelated Agreements. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Monthly Rebate Fees due and payable to the Department, to the extent such Consolidation Monthly Rebate Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period on each Transfer Date to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Additional Student Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans)date, which Officers' Certificate, in each case, Certificate shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Master Servicer the Servicing Fee due on each Monthly Interest Payment Date pursuant to Section 2(d)(iv)(A2(d)(iii)(A), 2(d)(v)(A2(d)(iv)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination day that is three Business Days prior to such Interest Payment Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j2(f), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Officer's Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determinedetermine the Class A-1 Rate, the Class A-2 Rate and the Certificate Rate that will be applicable to the Interest Payment Date following such Determination Date, in compliance with its obligation to prepare an Officers' Officer's Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate LIBOR in accordance with the respective definitions thereofdefinition thereof and shall also determine the Student Loan Rate with respect to such Interest Payment Date. (iii) [ReservedNotwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Eligible Lender Trustee in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to an Owner as contemplated in Section 5.01(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Eligible Lender Trustee pursuant to such provision.] (iv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, any accounting and reports to Owners; provided, however, that the Eligible -------- ------- Lender Trustee shall retain responsibility for the preparation and distribution of the Schedule K-1s necessary to enable each Owner to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [ReservedThe Administrator shall satisfy its obligations with respect to clauses (iii) and (iv) above by retaining, at the expense of the Issuer, payable by the Administrator, a firm of Independent public accountants (the "Accountants") which shall perform the obligations of the Administrator thereunder. In connection with paragraph (iii) above, the Accountants will provide prior to December 31, 1996, a letter in form and substance satisfactory to the Eligible Lender Trustee as to whether any federal 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 Accountants 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 Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic DocumentsRelated Agreements, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust AgreementIndenture. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, Trustee and the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 trans actions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any Subsequent Bills of Sale and Subsequent Contribution Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholders, any tax information or accounting report required to be distributed to Note Ownersif the Depositor is no longer an Excess Distribution Certificateholder. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) A. In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the B. The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, any accounting and reports to Certificateholders; provided, however, that the Eligible Lender Trustee shall retain responsibility for the distribution of the Schedule K-1's necessary to enable each Certificateholder to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (vi) C. The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) D. 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating Administration Agreement on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall Administration Agreement prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary. The Administrator, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate on behalf of the Administrator containing all the information necessary: (A) to Issuer, shall calculate and pay the Department any Consolidation Fees due and rebates properly payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iiib) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif the Excess Distribution Certificate is not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif the Excess Distribution Certificate is not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform the duties and obligations of the Issuer under the Basic Documents and the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date, the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Owner Trustee or the Eligible Lender Trustee Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments and the Eligible Lender Trust Agreement (Issuer), and at the request of the Eligible Lender Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, Documents and the Eligible Lender Trustee shall, on behalf of itself and of the Trust Agreement (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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions). Subject to Section 9 of this Agreement8.1, and in accordance with the directions of the Eligible Lender Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsDocuments and the Eligible Lender Trust Agreement (Issuer)) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vib) The Administrator shall perform the duties of the Administrator specified set forth in Sections 10.02 and 10.03 Section 6.04 of the Trust Agreement required and the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, the reasonable fees and expenses of which shall be performed in connection with paid by the resignation Depositor or removal the holder of the Eligible Lender Trustee and Trust Certificate, if not then held by the appointment of a successor Eligible Lender Trustee, and Depositor. (c) The Administrator shall perform any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents. (d) The Administrator shall be responsible for preparing and delivering, including those under Sections 6.07 and 6.08 on behalf of the Indenture Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and those under Section 6.07 (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (e) The Administrator may instruct the Eligible Lender Trustee, as holder of the Trust Agreement. (vii) As described in Article IX Student Loans on behalf of the Trust, to take any action or make any election regarding payments made on or with respect to the Trust AgreementStudent Loans (including, notice without limitation, Special Allowance Payments and Interest Subsidy Payments) that is permitted by the Higher Education Act and any other applicable federal law; provided, however, that any such election shall not adversely affect in any material respect the interests of any termination Noteholder, as evidenced by either (i) satisfaction of the Trust shall be given by the Administrator Rating Agency Condition in connection therewith or (ii) delivery of an Opinion of Counsel to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiif) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic DocumentsRelated Agreements, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic DocumentsRelated Agreements. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the SellerDepositor, for payment to the Seller pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, occurred the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, and on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date;} (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v2(e)(ii)(b)(iv), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j2(f), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. . (ii) In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Senior Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note T-▇▇▇▇ Rate and the Subordinate Note Student Loan Rate in accordance with the respective definitions thereofthereof for the related Quarterly Interest Period. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic DocumentsRelated Agreements, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, Trustee and the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's Administrators opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the The Trust Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee 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 Issuer or the Eligible Lender Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents, and at the request of the Eligible Lender Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Owner Trustee, the Trust Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Owner Trustee and are reasonably within the capability of the Trust Administrator. In furtherance thereof, the Owner Trustee shall, on behalf of itself and the Trust, execute and deliver to the Trust Administrator, one or more powers of attorney substantially in the form of Exhibit P hereto, appointing the Trust Administrator the attorney-in-fact of the Owner Trustee and the Trust for the purpose of executing on behalf of the Owner Trustee and the Trust any and all documents and taking any and all actions necessary in connection with the performance by the Trust Administrator of its obligations under this Agreement. (ii) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Trust Administrator shall be responsible for promptly notifying the Owner Trustee in writing in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to an Owner (as defined in the Trust Agreement) 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 Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Trust Administrator shall be responsible for performance of the duties of the Eligible Lender Owner Trustee and the Holder of the Special Interests set forth in Section 5.02 Sections 2.13, 2.14, 6.2, 6.3, 6.4. 6.5 and 6.6 of the Trust Agreement with respect to, among other things, any accounting and reports to Owners (as defined in the Trust Agreement); PROVIDED, HOWEVER, that the Holder of the Special Interests shall retain responsibility for the distribution of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (viiv) The Trust Administrator shall perform the duties of the Administrator Servicer specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Owner Trustee, and any other duties expressly required to be performed by the Trust Administrator under this Agreement or any of the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Issuer and shall be, in the Trust Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated partiesin any material respect.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each Interest Rate Determination Date for each class of Reset Rate Notes then bearing a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under any Swap Agreement, as applicable, including without limitation, any notice obligations specified in each Swap Agreement in the event of a default, termination event or failure to pay in full any amount due (as defined in the related Swap Agreement) by the related Swap Counterparty or the Issuer. (f) The Administrator shall be responsible for promptly preparing and delivering a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in each Swap Agreement, as applicable) required to be provided under the provisions of any Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.01 herein, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 Sections 5.04(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, any accounting and reports to Certificateholders; provided, however, that the Trustee shall retain responsibility for the distribution of the Schedule K-1's necessary to enable each Certificateholder to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiid) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.. Administration Agreement

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the SellerServicer, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Funding Period to pay the SellerDepositor, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Funding Period, the Loan Purchase Collateral Balance Amount for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans)date, which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for the performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (viiv) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viiv) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiivi) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each Interest Rate Determination Date for the Reset Rate Notes, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date, and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the holder of the Excess Distribution Certificate, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of all notices required by any termination of Clearing Agency or stock exchange upon which the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereofNotes are then listed. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under the Interest Rate Cap Agreement or any Swap Agreement, as applicable, including without limitation, any notice obligations specified in the Interest Rate Cap Agreement or any Swap Agreement in the event of a default by the related Swap Counterparty. (f) The Administrator shall be responsible for promptly preparing and delivering, a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in each Interest Rate Swap Agreement) required to be provided under the provisions of any Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) In carrying out the foregoing duties or any of its other obligations under this AgreementSupplement, 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary. The Administrator, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate on behalf of the Administrator containing all the information necessary: (A) to Issuer, shall calculate and pay the Department any Consolidation Fees due and rebates properly payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iiib) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif the Excess Distribution Certificate is not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties Administration Agreement expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the [request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. .] In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee or the Issuer and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the SellerServicer, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three (3) Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the SellerDepositor, pursuant to Section 2.02 2 of the Loan Sale and Contribution Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) purchase amount for Prefunded Loans, New Loans or Serial Financed Student Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Datedate; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date;; and (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall 2(h) to be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator Servicer set forth above and in this Agreement or any of the other Basic Documents, the Administrator Servicer shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee 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 Issuer or the Eligible Lender Owner Trustee to prepare, prepare file or deliver pursuant to this Agreement or any of the Basic DocumentsDocuments or under state and federal tax and securities laws, and at the request of the Eligible Lender Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. In furtherance thereof, the Eligible Lender Trustee shallincluding, on behalf of itself without limitation, pursuant to SECTIONS 2.6 and 2.10 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsTrust Agreement. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator The Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Receivables (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Issuer or the Owner Trustee and are reasonably within the capability of the AdministratorServicer. (ii) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Trustee in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to the Noteholder as contemplated this Agreement. Any such notice shall be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee Issuer or the Seller set forth in Section 5.02 SECTION 5.1 of the Trust Agreement with respect to, among other things, any accounting and reports to Noteholders and Certificateholders; provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1 as necessary to enable the Certificateholders to prepare their federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (viiv) The Administrator Servicer shall perform the duties of the Administrator Servicer specified in Sections 10.02 and 10.03 SECTION 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Owner Trustee, and any other duties expressly required to be performed by the Administrator Servicer under this Agreement or any of the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator Servicer 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 Issuer and shall be, in the AdministratorServicer's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated partiesin any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic DocumentsRelated Agreements, the Administrator shall perform such calculations (and in such capacity is hereby appointed the "Calculation Agent" for the Issuer) and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsRelated Agreements. Subject to Section 9 5 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall deliver to be responsible for promptly notifying the Eligible Lender Trustee, Trustee in the Indenture Trustee, event that any withholding tax is imposed on the Rating Agencies and Issuer's payments (if or allocations of income) to the Seller is not the AdministratorOwner as contemplated in Section 5.01(c) the Seller, an Officers' Certificate of the Administrator containing all Trust Agreement. Any such notice shall specify the information necessary: (A) to pay the Department amount of any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are withholding tax required to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased withheld by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereofprovision. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04 of the Trust Agreement with respect to, among other things, the preparation of any required tax information or accounting report required forms; PROVIDED, HOWEVER, that the Eligible Lender Trustee shall retain responsibility for the distribution of all reports and forms necessary to be distributed enable the holder of the Certificate to Note Ownersprepare its Federal and state income tax returns. (v) [Reserved.] (viiv) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, the Sale and Servicing Agreement and the other Basic Documents, including those under Sections 6.07 Related Agreements. (v) The Administrator shall perform the duties of the Eligible Lender Trustee with respect to Section 10.04 of the Sale and 6.08 Servicing Agreement in connection with the sale of any Access Loans by the Issuer. (vi) The Administrator shall perform the duties of the Indenture Trustee with respect to Section 4.04 of the Indenture and those under Section 6.07 9.01(b) of the Trust AgreementSale and Servicing Agreement in connection with the solicitation of written instructions from the applicable Noteholders with respect to the exercise of the Group I Put Option and the Group II Put Option. (vii) As described in Article IX The Administrator shall calculate the Minimum Purchase Amount for purposes of Section 4.04 of the Trust Agreement, notice of any termination Indenture and Section 9.01(b) of the Trust Sale and Servicing Agreement and shall be given by the Administrator to the Eligible Lender Trustee, notify the Indenture Trustee and any Swap Counterparties as soon as practicable after in writing of the Administrator has received notice thereofresults of such calculations. (viii) The Administrator shall be the Calculation Agent under each of the Group I and Group II Put Option Agreements and determine the calculation of Fair Market Value with respect to the Group I and Group II Student Loans, as the case may be, as forth in Section 5 of each of the Put Option Agreements. (ix) The Administrator shall be the Calculation Agent under each of the Group I and Group II Cap Agreements and shall give notice to the Cap Provider pursuant to Section 5.04(c) of the Sale and Servicing Agreement when payments are due to the Issuer under each of the Cap Agreements. (x) The Administrator shall be the Calculation Agent under each of the Group I and Group II Interest Rate Swaps and shall give notice to the Swap Counterparty and the Indenture Trustee, with a copy to the Securities Insurer, of the amounts of the Net Trust Swap Payment and the Net Trust Swap Receipt with respect to each Distribution Date, pursuant to Section 5.04(c) of the Sale and Servicing Agreement, and whether a Net Payment is due to the Swap Counterparty, or a Net Receipt is due to the Issuer, and the amounts thereof, in each case determined separately with respect to the Group I or Group II Interest Rate Swap; in addition, the Administrator shall deliver all notices, on behalf of the Issuer, required to be delivered by the Issuer under the each of the Interest Rate Swaps. (xi) The Administrator agrees to provide notice on behalf of the Issuer to all other parties and the Rating Agencies of the occurrence of any event requiring such notice under each of the Basic Documents. (xii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary. The Administrator, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate on behalf of the Administrator containing all the information necessary: (A) to Issuer, shall calculate and pay the Department any Consolidation Fees due and rebates properly payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iiib) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif the Excess Distribution Certificate is not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) [Reserved]. (f) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (g) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary. The Administrator, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate on behalf of the Administrator containing all the information necessary: (A) to Issuer, shall calculate and pay the Department any Consolidation Fees due and rebates properly payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iiib) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under the Currency Swap Agreement, as applicable, including without limitation, any notice obligations specified in the Currency Swap Agreement in the event of a default, termination event or failure to pay in full any amount due (as defined in the Currency Swap Agreement) by the Currency Swap Counterparty or the Issuer. (f) The Administrator shall be responsible for promptly preparing and delivering a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in the Currency Swap Agreement, as applicable) required to be provided under the provisions of the Currency Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each Interest Rate Determination Date for each class of Notes, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date, and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 Sections 5.4 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note OwnersAgreement. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of all notices required by any termination of Clearing Agency or stock exchange upon which the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereofNotes are then listed. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing any notices required to be delivered by the Issuer to a Swap Counterparty under the Interest Rate Cap Agreement, as applicable, including any notice obligations specified in the Interest Rate Cap Agreement in the event of a default by the Swap Counterparty. (f) In carrying out the foregoing duties or any of its other obligations under this AgreementSupplement, 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Owner Trustee or the Eligible Lender Trustee Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments and the Eligible Lender Trust Agreement (Issuer), and at the request of the Eligible Lender Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, Documents and the Eligible Lender Trustee shall, on behalf of itself and of the Trust Agreement (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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions). Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsDocument and the Eligible Lender Trust Agreement (Issuer)) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Owner Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee Administrator set forth in Section 5.02 6.04 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the holder of the Trust Certificate, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Administrator shall provide notice to each Rating Agency if a Responsible Officer of the Administrator becomes aware of (i) the occurrence of a downgrade below "A1" by Moody's of ______________'s long-term senior unsecured debt rating ▇▇▇ (▇i) if ______________ no longer owns 50% or more of the outstanding common stock of SLC.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the The Administrator shall perform such calculations calculations, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons Persons, of all such documents, reports, filings, instruments, certificates and opinions opinions, as it shall be the duty of the Issuer or the Eligible Lender Trustee Issuer, to perform, prepare, file or deliver pursuant to the Basic Related Documents, and at . At the request of the Eligible Lender Trustee Issuer, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Related Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 5 of this Agreement, and in accordance with the directions of the Eligible Lender TrusteeIssuer, the Administrator Administrator, on behalf of the Issuer, shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee Issuer, and are reasonably within the capability of the Administrator.. Administration Agreement (ii) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Administrator shall deliver to be responsible for promptly notifying the Eligible Lender TrusteeIssuer, in the Indenture Trustee, the Rating Agencies and (if the Seller event that any withholding tax is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered imposed on the date that is three Business Days prior to Issuer's payments (or allocations of income). Any such notice shall specify the date such fees are amount of any withholding tax required to be remitted to the Department; (B) during the Revolving Period to pay the Seller, withheld pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereofprovision. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee Managing Member set forth in Section 5.02 Sections 8.2 and 8.3 of the Trust Issuer Limited Liability Company Agreement with respect to, among other things, accounting and reports to members; provided, however, that the Managing Member shall retain responsibility for the distribution of the Schedule K-1s necessary to enable each member to prepare its Federal and State income tax returns. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) by retaining, at the expense of the Issuer, a firm of independent certified public accountants (the "Accountants") acceptable to the Issuer, which Accountants shall perform the obligations of the Administrator thereunder. In connection with clause (ii), the Accountants will provide a letter in form and substance satisfactory to the Managing Member or the Issuer, as applicable, as to whether any tax information or accounting report withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants 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 distributed to Note Ownersrequired. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (vi) The Administrator hereby agrees to execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Documents or otherwise by law.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic DocumentsRelated Agreements, the Administrator shall perform such calculations (and in such capacity is hereby appointed the “Calculation Agent” for the Issuer) and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsRelated Agreements. Subject to Section 9 5 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall deliver to be responsible for promptly notifying the Eligible Lender Trustee, Trustee in the Indenture Trustee, event that any withholding tax is imposed on the Rating Agencies and Issuer’s payments (if or allocations of income) to the Seller is not the AdministratorOwner as contemplated in Section 5.01(c) the Seller, an Officers' Certificate of the Administrator containing all Trust Agreement. Any such notice shall specify the information necessary: (A) to pay the Department amount of any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are withholding tax required to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased withheld by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereofprovision. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04 of the Trust Agreement with respect to, among other things, the preparation of any required tax information or accounting report required forms; provided, however, that the Eligible Lender Trustee shall retain responsibility for the distribution of all reports and forms necessary to be distributed enable the holder of the Certificate to Note Ownersprepare its Federal and state income tax returns. (v) [Reserved.] (viiv) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, the Sale and Servicing Agreement and the other Basic Documents, including those under Sections 6.07 Related Agreements. (v) The Administrator shall perform the duties of the Eligible Lender Trustee with respect to Section 10.04 of the Sale and 6.08 Servicing Agreement in connection with the sale of any Access Loans by the Issuer. (vi) The Administrator shall perform the duties of the Indenture Trustee with respect to Section 4.04 of the Indenture and those under Section 6.07 9.01(b) of the Trust AgreementSale and Servicing Agreement in connection with the solicitation of written instructions from the applicable Noteholders with respect to the exercise of the Group I Put Option and the Group II Put Option. (vii) As described in Article IX The Administrator shall calculate the Minimum Acceptable Put Exercise Option Price for purposes of Section 4.04 of the Trust Agreement, notice of any termination Indenture and Section 9.01(b) of the Trust Sale and Servicing Agreement and shall be given by the Administrator to the Eligible Lender Trustee, notify the Indenture Trustee and any Swap Counterparties as soon as practicable after in writing of the Administrator has received notice thereofresults of such calculations. (viii) The Administrator shall be the Calculation Agent under each of the Group I and Group II Put Option Agreements and determine the calculation of Fair Market Value with respect to the Group I and Group II Student Loans, as the case may be, as forth in Section 5 of each of the Put Option Agreements. (ix) The Administrator shall be the Calculation Agent under each of the Group I and Group II Basis Risk Cap Agreements, the Group II Cap Agreement and shall give notice to the Cap Provider and Cap Counterparty, as applicable, pursuant to Sections 5.04(c) and 5.04(d), respectively, of the Sale and Servicing Agreement when payments are due to the Issuer under each of the Basis Risk Cap Agreements or the Group II Cap Agreement, as applicable. (x) The Administrator shall be the Calculation Agent under the Group I Interest Rate Swap and shall give notice to the Swap Counterparty and the Indenture Trustee, with a copy to the Securities Insurer, of the amounts of the Net Trust Swap Payment and the Net Trust Swap Receipt with respect to each Distribution Date, pursuant to Section 5.04(c) of the Sale and Servicing Agreement, and whether a Net Payment is due to the Swap Counterparty, or a Net Receipt is due to the Issuer, and the amounts thereof; in addition, the Administrator shall deliver all notices, on behalf of the Issuer, required to be delivered by the Issuer under the Group I Interest Rate Swap. (xi) The Administrator agrees to provide notice on behalf of the Issuer to all other parties and the Rating Agencies of the occurrence of any event requiring such notice under each of the Basic Documents. (xii) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons and execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any Subsequent Bills of Sale and Subsequent Contribution Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vib) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 Section 5.4 of the Trust Agreement and 10.03 the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, the reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholders, if the Depositor is no longer an Excess Distribution Certificateholder. (c) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of . (d) The Administrator shall perform its other express duties set forth in the Trust Agreement. (viie) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiif) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations (including calculating on each LIBOR Determination Date the applicable rate of interest for the related class of Notes (if applicable) for the applicable Accrual Period) and shall prepare for execution by the Issuer Issuer, the Owner Trustee or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reportsreports (including the reporting of the amount of original issue discount, if any, to the Indenture Trustee), filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Owner Trustee, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Issuer or the Eligible Lender Trustee Trustee, as applicable, shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Issuer or the Eligible Lender Trustee, as applicable, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Eligible Lender Trustee Trustee, as applicable, and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or . The Administrator, on behalf of the Basic Documents Issuer, shall calculate and pay any rebates properly payable to the contraryDepartment. In addition, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing perform all the information necessary: (A) actions that the Owner Trustee is authorized and directed to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee undertake on behalf of the Issuer on such date and, on each Transfer Date after under the end Basic Documents (including without limitation those actions specifically set forth in Section 6.1 of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student LoansTrust Agreement), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iiib) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Owner Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor [or the RC Certificateholder] or the Excess Distribution Certificateholder, any [as applicable,] if [the RC Certificate or] the Excess Distribution Certificate[, as applicable,] is not then held by the Depositor; provided, however, that the Owner Trustee (or the Certificate Paying Agent acting on its behalf) shall retain responsibility for the distribution of the Schedule K-1s necessary to enable each Excess Distribution Certificateholder [and the RC Certificateholder] to prepare their respective federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) [The Administrator shall perform the notice obligations in the event of default, a Swap Termination Event or a failure to pay in full any amount due by a Swap Counterparty specified in the related Swap Agreement. The Administrator shall also provide written notice to the Rating Agencies in the event that any Swap Counterparty’s rating is withdrawn, downgraded below “[__]”, “[__]” or “[__]” by [___], “[__]” or “[__]” by [___] or “[__]” or if [___] is then a Rating Agency, “[__]” by [___], or put on watch for downgrade at a time when any Swap Counterparty’s rating is at such levels.] (f) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (g) The Issuer hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Issuer’s duty to file reports under Sections 13 and 15(d) of the Exchange Act. (h) [The Administrator shall be responsible for performance of the duties of the Depositor set forth in Section 3.3(k) of the Trust Agreement regarding the RC Certificate.] (i) The Administrator shall be responsible for performance of the duties of the Issuer set forth in Section 4.3 of the Asset Representations Review Agreement regarding the removal of the Asset Representations Reviewer and in Section 4.4 of the Asset Representations Review Agreement regarding the appointment of any successor Asset Representations Reviewer.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documentsfederal and state securities and tax laws, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender Trustee Issuer 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trusteehereof, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee Issuer and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the SellerServicer, an Officers' Administrator's Certificate of (the Administrator "Administrator's Certificate") containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Administrator's Certificate shall be delivered on the date that is three (3) Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the SellerDepositor, pursuant to Section 2.02 2 of the Loan Sale Agreementand Contribution Agreement and the related Loan Transfer Addendum, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) purchase amount for Prefunded Loans, New Loans or Serial Financed Student Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Datedate; (C) to pay the Servicer the Servicing Fee due from funds on each Monthly Payment Date deposit in the Operating Fund pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any the terms of the Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination DateAgreement; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall 2(g) to be delivered on each Determination Date. In addition, prior ; and (E) to prepare (or cause to be prepared) and furnish (or cause to be furnished) to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate Noteholder and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following Internal Revenue Service and state and local taxing authorities, as applicable, such Determination Date. In connection therewithtax information, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate forms and the Subordinate Note Rate in accordance with the respective definitions thereofreports as may be required by applicable law. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Transaction Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Owner Trustee or the Eligible Lender Trustee Administrator to prepare, file or deliver pursuant to the Basic Transaction Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Transaction Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 hereof, and in accordance with the directions of the Eligible Lender Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vib) The Administrator shall perform the duties of the Administrator Certificate Paying Agent specified in Sections 10.02 and 10.03 Section 5.4 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic DocumentsAdministrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, including those under Sections 6.07 the reasonable fees and 6.08 expenses of which shall be paid by the Indenture and those under Section 6.07 of Depositor or the Trust AgreementCertificateholders, if the Certificates are not then held by the Depositor. (viic) As described in Article IX The Administrator shall prepare, execute and deliver, on behalf of the Trust AgreementIssuer, notice of any termination Subsequent Transfer Agreements required to be delivered under the terms of the Trust shall be given by the Administrator Transfer Agreement with respect to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereofSubstituted Loans. (viiid) The Administrator shall perform any other express duties set forth in the Transaction Documents. (e) The Administrator shall be responsible for preparing, on behalf of the Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (f) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Owner Trustee or the Eligible Lender Trustee Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments and the Eligible Lender Trust Agreement (Issuer), and at the request of the Eligible Lender Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, Documents and the Eligible Lender Trustee shall, on behalf of itself and of the Trust Agreement (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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions). Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsDocument and the Eligible Lender Trust Agreement (Issuer)) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Owner Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee Administrator set forth in Section 5.02 6.04 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the holder of the Trust Certificate, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Administrator shall provide notice to each Rating Agency if a Responsible Officer of the Administrator becomes aware of (i) the occurrence of a downgrade below "A1" by Moody's of Citibank, N.A.'s long-term senior unsecured debt rating an▇ (▇▇) if Citibank, N.A. no longer owns 50% or more of the outstanding common stock of SLC.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Owner Trustee or the Eligible Lender Trustee Administrator to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Owner Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Owner Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the holder of the Trust Certificate, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 [Section 6.04] of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing any notices required to be delivered by the Issuer to the Interest Rate Cap Counterparty under the Interest Rate Cap Agreement, as applicable, including, without limitation, any notice obligations specified in the Interest Rate Cap Agreement in the event of a default by the Interest Rate Cap Counterparty. (f) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the The Administrator shall perform such calculations calculations, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons Persons, of all such documents, reports, filings, instruments, certificates and opinions opinions, as it shall be the duty of the Issuer or the Eligible Lender Trustee Issuer, to perform, prepare, file or deliver pursuant to the Basic Related Documents, and at . At the request of the Eligible Lender Trustee Issuer, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Related Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 5 of this Agreement, and in accordance with the directions of the Eligible Lender TrusteeIssuer, the Administrator Administrator, on behalf of the Issuer, shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee Issuer, and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Administrator shall deliver to be responsible for promptly notifying the Eligible Lender TrusteeIssuer, in the Indenture Trustee, the Rating Agencies and (if the Seller event that any withholding tax is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered imposed on the date that is three Business Days prior to Issuer’s payments (or allocations of income). Any such notice shall specify the date such fees are amount of any withholding tax required to be remitted to the Department; (B) during the Revolving Period to pay the Seller, withheld pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereofprovision. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee Managing Member set forth in Section 5.02 Sections 8.2 and 8.3 of the Trust Issuer Limited Liability Company Agreement with respect to, among other things, accounting and reports to members; provided, however, that the Managing Member shall retain responsibility for the distribution of the information necessary to enable each member to prepare its federal, state and local income tax returns. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) by retaining, at the expense of the Issuer, a firm of independent certified public accountants (the “Accountants”) acceptable to the Issuer, which Accountants shall perform the obligations of the Administrator thereunder. In connection with clause (ii), the Accountants will provide a letter in form and substance satisfactory to the Managing Member or the Issuer, as applicable, as to whether any tax information or accounting report withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants 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 distributed to Note Ownersrequired. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer. (vi) The Administrator hereby agrees to execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall bebe the duty of the Issuer to prepare, in the Administrator's opinion, no less favorable file or deliver pursuant to the Issuer Related Documents or the Noteholders than would be available from unaffiliated partiesotherwise by law.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each Interest Rate Determination Date for the Reset Rate Notes, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date, and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the holder of the Excess Distribution Certificate, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of all notices required by any termination of Clearing Agency or stock exchange upon which the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereofNotes are then listed. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under the Interest Rate Cap Agreement or any Swap Agreement, as applicable, including without limitation, any notice obligations specified in the Interest Rate Cap Agreement or any Swap Agreement in the event of a default by the related Swap Counterparty. (f) The Administrator shall be responsible for promptly preparing and delivering a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in each Interest Rate Swap Agreement) required to be provided under the provisions of any Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.01, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 Sections 5.04(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, any accounting and reports to Certificateholders; provided, however, that the Trustee shall retain responsibility for the distribution of the Schedule K-1's necessary to enable each Certificateholder to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Administrator shall perform the notice obligations in the event of a default, termination event or failure to pay in full any amount due by the related Swap Counterparty specified in the Swap Agreement and Interest Rate Cap Agreements. The Administrator shall also provide written notice to the Rating Agencies in the event that a Swap Counterparty's rating is withdrawn, downgraded below "Aa3" by Moody's, "A+" by S&P or "A" by Fitch or put on watch for downgrade at ▇ ▇▇▇▇ when the related Swap Counterparty's rating is "Aa3" by Moody's, "A+" by S&P or "A" by Fitch.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.01, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 Sections 5.04(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, any accounting and reports to Certificateholders; provided, however, that the Trustee shall retain responsibility for the distribution of the Schedule K-1's necessary to enable each Certificateholder to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiid) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (e) The Administrator shall perform the notice obligations in the event of default by the Swap Counterparties or the Cap Counterparty specified in the related Swap Agreements and Interest Rate Cap Agreement, respectively. The Administrator shall also provide written notice to the Rating Agencies in the event that a Swap Counterparty's rating is withdrawn, downgraded below "Aa3" by ▇▇▇▇▇'▇, "A+" by S&P or "A-" by Fitch or put on watch for downgrade at a time when the related Swap Counterparty's rating is "Aa3" by ▇▇▇▇▇'▇, "A+" by S&P or "A-" by Fitch.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.01, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 Sections 5.04(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, any accounting and reports to Excess Distribution Certificateholders; provided, however, that the Trustee shall retain responsibility for the distribution of the Schedule K-1’s necessary to enable each Excess Distribution Certificateholder to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Administrator shall perform the notice obligations in the event of a default, termination event or failure to pay in full any amount due by the related Swap Counterparty specified in the Swap Agreements. The Administrator shall also provide written notice to the Rating Agencies in the event that a Swap Counterparty’s rating is withdrawn, downgraded below “Aa3”, “A1” or “P-1” by ▇▇▇▇▇’▇, “A-1” or “A+” by S&P or “F-1” or “A” by Fitch or put on watch for downgrade at a time when the related Swap Counterparty’s rating is at such levels.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations (including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period) and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.01, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04 of the Trust Agreement with respect to, among other things, any accounting and reports to Excess Distribution Certificateholder; provided, however, that the Trustee shall retain responsibility for the distribution of the Schedule K-1’s necessary to enable each Excess Distribution Certificateholder to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Administrator shall perform the notice obligations in the event of a default, termination event or failure to pay in full any amount due by the Swap Counterparty specified in the Swap Agreements. The Administrator shall also provide written notice to the Rating Agencies in the event that the Swap Counterparty’s rating is withdrawn, downgraded below “Aa3”, by M▇▇▇▇’▇, “AA-” by S&P or “AA-” by Fitch or put on watch for downgrade at a time when the Swap Counterparty’s rating is at such levels. (g) The Administrator shall be responsible for performance of the duties of the Trustee set forth in Section 5.04 of the Trust Agreement and the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, the reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, if the Excess Distribution Certificate are not then held by the Depositor.

Duties with Respect to the Issuer. (i) A. In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the B. The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 Sections 5.4(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, any accounting and reports to Certificateholders; provided, however, that the Eligible Lender Trustee shall retain responsibility for the distribution of the Schedule K-1's necessary to enable each Certificateholder to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (vi) C. The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) D. 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and those provided in the other Basic DocumentsRelated Agreements and the Trust Agreement which the Administrator agrees herein to perform, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Related Agreements, the Trust Agreement or any of the other Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Related Agreements, the Trust Agreement or any of the other Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 5 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Related Agreements and other Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.01, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 Sections 5.04(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, any accounting and reports to Certificateholders; provided, however, that the Trustee shall retain responsibility for the distribution of the Schedule K-1's necessary to enable each Certificateholder to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Administrator shall perform the notice obligations in the event of a default, termination event or failure to pay in full any amount due by the Swap Counterparties specified in the related Swap Agreement and Interest Rate Cap Agreements. The Administrator shall also provide written notice to the Rating Agencies in the event that a Swap Counterparty's rating is withdrawn, downgraded below "Aa3" by ▇▇▇▇▇'▇, "A+" by S&P or "A" by Fitch or put on watch for downgrade at a time when the related Swap Counterparty's rating is "Aa3" by ▇▇▇▇▇'▇, "A+" by S&P or "A" by Fitch.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount for Prefunded Loans or, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic DocumentsRelated Agreements, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic DocumentsRelated Agreements. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Monthly Rebate Fees due and payable to the Department, to the extent such Consolidation Monthly Rebate Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period on each Transfer Date to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Additional Student Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans)date, which Officers' Certificate, in each case, Certificate shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Master Servicer the Servicing Fee due on each Monthly Interest Payment Date pursuant to Section 2(d)(iv)(A2(d)(iii)(A), 2(d)(v)(A2(d)(iv)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination day that is three Business Days prior to such Interest Payment Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j2(f), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Officer's Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determinedetermine the Class A-1 Rate, the Class A-2 Rate and the Certificate Rate that will be applicable to the Interest Payment Date following such Determination Date, in compliance with its obligation to prepare an Officers' Officer's Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate LIBOR in accordance with the respective definitions thereofdefinition thereof and shall also determine the Student Loan Rate with respect to such Interest Payment Date. (iii) [ReservedNotwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Eligible Lender Trustee in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to an Owner as contemplated in Section 5.01(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Eligible Lender Trustee pursuant to such provision.] (iv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04(a), (b), (c), (d) and (e) of the Trust Agreement with respect to, among other things, any accounting and reports to Owners; provided, however, that the Eligible Lender Trustee shall retain responsibility for the distribution of the Schedule K-1s necessary to enable each Owner to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [ReservedThe Administrator shall satisfy its obligations with respect to clauses (iii) and (iv) above by retaining, at the expense of the Issuer, payable by the Administrator, a firm of independent public accountants (the "Accountants") which shall perform the obligations of the Administrator thereunder. In connection with paragraph (iii) above, the Accountants will provide prior to December 31, 1996, a letter in form and substance satisfactory to the Eligible Lender Trustee as to whether any federal 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 Accountants 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 Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic DocumentsRelated Agreements, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust AgreementIndenture. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, Trustee and the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary. The Administrator, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate on behalf of the Administrator containing all the information necessary: (A) to Issuer, shall calculate and pay the Department any Consolidation Fees due and rebates properly payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iiib) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif the Excess Distribution Certificate is not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents. Administration Agreement (d) The Administrator shall be responsible for preparing and delivering, including those under Sections 6.07 and 6.08 on behalf of the Indenture Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and those under Section 6.07 (ii) any information required to effectuate the listing of the Trust AgreementNotes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date, the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing any notices required to be delivered by the Issuer to the Interest Rate Cap Counterparty under the Interest Rate Cap Agreement, as applicable, including, without limitation, any notice obligations specified in the Interest Rate Cap Agreement in the event of a default by the Interest Rate Cap Counterparty. (f) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (iA) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documentsfederal and state securities and tax laws, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender Trustee Issuer 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 B hereto, appointing the Administrator the attorney-in-fact of the Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trusteehereof, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee Issuer and are reasonably within the capability of the Administrator. (iiB) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the SellerServicer, an Officers' Administrator's Certificate of (the Administrator "Administrator's Certificate") containing all the information necessary: (Ai) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Administrator's Certificate shall be delivered on the date that is three (3) Business Days prior to the date such fees are to be remitted to the Department; (Bii) during the Revolving Period to pay the SellerDepositor, pursuant to Section 2.02 2 of the Loan Sale Agreementand Contribution Agreement and the related Loan Transfer Addendum, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) purchase price for Prefunded Loans, New Loans or Serial Financed Student Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Datedate; (Ciii) to pay the Servicer the Servicing Fee due from funds on each Monthly Payment Date deposit in the Revenue Fund pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any the terms of the Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination DateAgreement; (Div) to make all the distributions required by Sections 2(d), 2(e), ) and 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall hereof to be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners.; and (v) [Reserved.] to prepare (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required or cause to be performed in connection with the resignation prepared) and furnish (or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required cause to be performed furnished) to each Noteholder and to the Internal Revenue Service and state and local taxing authorities, as applicable, such tax information, forms and reports as may be required by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreementapplicable law. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiiC) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic DocumentsRelated Agreements, the Administrator shall perform such calculations (and in such capacity is hereby appointed the "Calculation Agent" for the Issuer) and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsRelated Agreements. Subject to Section 9 5 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall deliver to be responsible for promptly notifying the Eligible Lender Trustee, Trustee in the Indenture Trustee, event that any withholding tax is imposed on the Rating Agencies and Issuer's payments (if or allocations of income) to the Seller is not the AdministratorOwner as contemplated in Section 5.01(c) the Seller, an Officers' Certificate of the Administrator containing all Trust Agreement. Any such notice shall specify the information necessary: (A) to pay the Department amount of any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are withholding tax required to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased withheld by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereofprovision. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04 of the Trust Agreement with respect to, among other things, the preparation of any required tax information or accounting report required forms; provided, however, that the Eligible Lender Trustee shall retain responsibility for the distribution of all reports and forms necessary to be distributed enable the holder of the Certificate to Note Ownersprepare its Federal and state income tax returns. (v) [Reserved.] (viiv) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, the Sale and Servicing Agreement and the other Basic Documents, including those under Sections 6.07 Related Agreements. (v) The Administrator shall perform the duties of the Eligible Lender Trustee with respect to Section 10.04 of the Sale and 6.08 Servicing Agreement in connection with the sale of any Access Loans by the Issuer. (vi) The Administrator shall perform the duties of the Indenture Trustee with respect to Section 4.04 of the Indenture and those under Section 6.07 9.01(b) of the Trust AgreementSale and Servicing Agreement in connection with the solicitation of written instructions from the applicable Noteholders with respect to the exercise of the Group I Put Option and the Group II Put Option. (vii) As described in Article IX The Administrator shall calculate the Minimum Acceptable Put Exercise Option Price for purposes of Section 4.04 of the Trust Agreement, notice of any termination Indenture and Section 9.01(b) of the Trust Sale and Servicing Agreement and shall be given by the Administrator to the Eligible Lender Trustee, notify the Indenture Trustee and any Swap Counterparties as soon as practicable after in writing of the Administrator has received notice thereofresults of such calculations. (viii) The Administrator shall be the Calculation Agent under each of the Group I and Group II Put Option Agreements and determine the calculation of Fair Market Value with respect to the Group I and Group II Student Loans, as the case may be, as forth in Section 5 of each of the Put Option Agreements. (ix) The Administrator shall be the Calculation Agent under each of the Group I and Group II Cap Agreements and shall give notice to the Cap Provider pursuant to Section 5.04(c) of the Sale and Servicing Agreement when payments are due to the Issuer under each of the Cap Agreements. (x) The Administrator shall be the Calculation Agent under each of the Group I and Group II Interest Rate Swaps and shall give notice to the Swap Counterparty and the Indenture Trustee, with a copy to the Securities Insurer, of the amounts of the Net Trust Swap Payment and the Net Trust Swap Receipt with respect to each Distribution Date, pursuant to Section 5.04(c) of the Sale and Servicing Agreement, and whether a Net Payment is due to the Swap Counterparty, or a Net Receipt is due to the Issuer, and the amounts thereof, in each case determined separately with respect to the Group I or Group II Interest Rate Swap; in addition, the Administrator shall deliver all notices, on behalf of the Issuer, required to be delivered by the Issuer under the each of the Interest Rate Swaps. (xi) The Administrator agrees to provide notice on behalf of the Issuer to all other parties and the Rating Agencies of the occurrence of any event requiring such notice under each of the Basic Documents. (xii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic DocumentsRelated Agreements, the Administrator shall perform such calculations (and in such capacity is hereby appointed the “Calculation Agent” for the Issuer) and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsRelated Agreements. Subject to Section 9 5 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall deliver to be responsible for promptly notifying the Eligible Lender Trustee, Trustee in the Indenture Trustee, event that any withholding tax is imposed on the Rating Agencies and Issuer’s payments (if or allocations of income) to the Seller is not the AdministratorOwner as contemplated in Section 5.01(c) the Seller, an Officers' Certificate of the Administrator containing all Trust Agreement. Any such notice shall specify the information necessary: (A) to pay the Department amount of any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are withholding tax required to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased withheld by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereofprovision. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04 of the Trust Agreement with respect to, among other things, the preparation of any required tax information or accounting report required forms; provided, however, that the Eligible Lender Trustee shall retain responsibility for the distribution of all reports and forms necessary to be distributed enable the holder of the Certificate to Note Ownersprepare its Federal and state income tax returns. (v) [Reserved.] (viiv) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, the Sale and Servicing Agreement and the other Related Agreements. (v) The Administrator shall perform the duties of the Eligible Lender Trustee with respect to Section 10.04 of the Sale and Servicing Agreement in connection with the sale of any Access Loans by the Issuer. (vi) The Administrator agrees to provide notice on behalf of the Issuer or the Eligible Lender Trustee to all other parties and the Rating Agencies of the occurrence of any event requiring such notice under each of the Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (iA) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documentsfederal and state securities and tax laws, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender Trustee Issuer 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 B hereto, appointing the Administrator the attorney-in-fact of the Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trusteehereof, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee Issuer and are reasonably within the capability of the Administrator. (iiB) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the SellerServicer, as applicable, an Officers' Administrator’s Certificate of (the Administrator “Administrator’s Certificate”) containing all the information necessary: (Ai) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Administrator’s Certificate shall be delivered on the date that is three (3) Business Days prior to the date such fees are to be remitted to the Department; (Bii) during the Revolving Period to pay the SellerDepositor, pursuant to Section 2.02 2 of the Loan Sale AgreementAgreement and the related Loan Transfer Addendum, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) purchase price for Prefunded Loans, New Loans or Serial Financed Student Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Datedate; (Ciii) to pay the Servicer the Servicing Fee due from funds on each Monthly Payment Date deposit in the Revenue Fund pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any the terms of the Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination DateAgreement; (Div) to make all the distributions required by Sections 2(d), 2(e), ) and 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall hereof to be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners.; and (v) [Reserved.] to prepare (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required or cause to be performed in connection with the resignation prepared) and furnish (or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required cause to be performed furnished) to each Noteholder and to the Internal Revenue Service and state and local taxing authorities, as applicable, such tax information, forms and reports as may be required by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreementapplicable law. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiiC) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties; provided, however, that in the event the Administrator subcontracts or otherwise delegates any of its duties or obligations under this Agreement, the Administrator shall remain responsible for the performance of its duties and obligations under this Agreement.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary. The Administrator, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate on behalf of the Administrator containing all the information necessary: (A) to Issuer, shall calculate and pay the Department any Consolidation Fees due and rebates properly payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department;. Administration Agreement (Bb) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif the Excess Distribution Certificate is not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) [Reserved]. (f) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (g) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic DocumentsRelated Agreements, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic DocumentsRelated Agreements. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Monthly Rebate Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Officer's Certificate shall be delivered on the that date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, to calculate the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans)date, which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Master Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v2(d)(iii)(A), 2(d)(iv)(A) and 2(e)(iv)(A), which Officers' Certificate shall be delivered on the each Determination Date;; and (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), 2(e) for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners and Certificate Owners. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic DocumentsRelated Agreements, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust AgreementIndenture. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, Trustee and the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or Issuer, the Noteholders and the Certificateholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or . Upon the Basic Documents to request of the contraryAdministrator, the Administrator Servicer shall deliver to perform any of the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate obligations of the Administrator containing all set forth in this Section 2(b)(i) that the information necessary: (A) Administrator would otherwise be required to pay the Department any Consolidation Fees due and payable perform from time to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Datetime. In addition, prior Prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (ivii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for the performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (viiii) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and Section 6.08 of the Indenture and those under Section 6.07 of the Trust AgreementIndenture. (viiiv) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any the Swap Counterparties Counterparty as soon as practicable after the Administrator has received notice thereof. (viiiv) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing any notices required to be delivered by the Issuer to the Interest Rate Cap Counterparty under the Interest Rate Cap Agreement, including, without limitation, any notice obligations specified in the Interest Rate Cap Agreement in the event of a default or a termination event by the Interest Rate Cap Counterparty. (f) The Administrator shall be responsible for promptly preparing and delivering notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in the Interest Rate Cap Agreement) required to be provided under the provisions of the Interest Rate Cap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary. The Administrator, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate on behalf of the Administrator containing all the information necessary: (A) to Issuer, shall calculate and pay the Department any Consolidation Fees due and rebates properly payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iiib) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents. Administration Agreement (d) The Administrator shall be responsible for preparing and delivering, including those under Sections 6.07 and 6.08 on behalf of the Indenture Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and those under Section 6.07 (ii) any information required to effectuate the listing of the Trust AgreementNotes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the The Administrator shall perform such calculations calculations, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons persons, of all such documents, reports, filings, instruments, certificates and opinions opinions, as it shall be the duty of the Issuer or the Eligible Lender Trustee Issuer, to perform, prepare, file or deliver pursuant to the Basic Related Documents, and at . At the request of the Eligible Lender Trustee Issuer, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Related Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 5 of this Agreement, and in accordance with the directions of the Eligible Lender TrusteeIssuer, the Administrator Administrator, on behalf of the Issuer, shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee Issuer, and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Administrator shall deliver to be responsible for promptly notifying the Eligible Lender TrusteeIssuer, in the Indenture Trustee, the Rating Agencies and (if the Seller event that any withholding tax is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered imposed on the date that is three Business Days prior to Issuer's payments (or allocations of income). Any such notice shall specify the date such fees are amount of any withholding tax required to be remitted to the Department; (B) during the Revolving Period to pay the Seller, withheld pursuant to Section 2.02 of the Loan Sale such provision. Administration Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee Managing Member set forth in Section 5.02 of Sections 8.2 and 8.3of the Trust Limited Liability Company Agreement with respect to, among other things, accounting and reports to members; provided, however, that the Managing Member shall retain responsibility for the distribution of the Schedule K-1s necessary to enable each member to prepare its Federal and State income tax returns. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) by retaining, at the expense of the Issuer, a firm of independent certified public accountants (the "Accountants") acceptable to the Issuer, which Accountants shall perform the obligations of the Administrator thereunder. In connection with clause (ii), the Accountants will provide prior to, a letter in form and substance satisfactory to the Managing Member or the Issuer, as applicable, as to whether any tax information or accounting report withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants 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 distributed to Note Ownersrequired. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (vi) The Administrator hereby agrees to execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Documents or otherwise by law.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic DocumentsRelated Agreements, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic DocumentsRelated Agreements. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies Agencies, the Subordinate Note Insurer and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v2(e)(ii)(b)(iv), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j2(f), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note LIBOR Rate, the Class A-2 Note LIBOR Rate, the Subordinate Note LIBOR Rate and the Subordinate Note Adjusted Student Loan Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vi) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic DocumentsRelated Agreements, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee Trustee, the Subordinate Note Insurer and any the Swap Counterparties Counterparty as soon as practicable after the Administrator has received notice thereof. (viii) 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 trans actions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer Issuer, the Noteholders or the Noteholders Subordinate Note Insurer than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.01, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 Sections 5.04(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, any accounting and reports to Certificateholders; provided, however, that the Trustee shall retain responsibility for the distribution of the Schedule K-1’s necessary to enable each Certificateholder to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiid) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (e) The Administrator shall perform the notice obligations in the event of default by the Swap Counterparties or the Cap Counterparty specified in the related Swap Agreements and Interest Rate Cap Agreement, respectively.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary. The Administrator, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate on behalf of the Administrator containing all the information necessary: (A) to Issuer, shall calculate and pay the Department any Consolidation Fees due and rebates properly payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iiib) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif the Excess Distribution Certificate is not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall perform the notice obligations in the event of default, a Swap Termination Event or a failure to pay in full any amount due by a Swap Counterparty specified in the related Swap Agreement. The Administrator shall also provide written notice to the Rating Agencies in the event that any Swap Counterparty’s rating is withdrawn, downgraded below “[__]”, “[__]” or “[__]” by [___], “[__]” or “[__]” by [___] or “[__]” or if [___] is then a Rating Agency, “[__]” by [___], or put on watch for downgrade at a time when any Swap Counterparty’s rating is at such levels. (f) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (g) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Owners.if not then held by the Depositor. Administration Agreement (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under any of the Currency Swap Agreements, as applicable, including without limitation, any notice obligations specified in each of the Currency Swap Agreements in the event of a default, termination event or failure to pay in full any amount due (as defined in the related Currency Swap Agreements) by the related Currency Swap Counterparties or the Issuer. (f) The Administrator shall be responsible for promptly preparing and delivering a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in each of the Currency Swap Agreements, as applicable) required to be provided under the provisions of any of the Currency Swap Agreements, and enclosing therewith a copy of each related Collateral Arrangement. (g) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic DocumentsRelated Agreements, the Administrator shall perform such calculations (and in such capacity is hereby appointed the "Calculation Agent" for the Issuer) and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsRelated Agreements. Subject to Section 9 5 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall deliver to be responsible for promptly notifying the Eligible Lender Trustee, Trustee in the Indenture Trustee, event that any withholding tax is imposed on the Rating Agencies and Issuer's payments (if the Seller is not the Administratoror allocations of income) the Seller, to an Officers' Certificate Owner as contemplated in Section 5.01(c) of the Administrator containing all Trust Agreement. Any such notice shall specify the information necessary: (A) to pay the Department amount of any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are withholding tax required to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased withheld by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereofprovision. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, any accounting and reports to Owners; PROVIDED, HOWEVER, that the Eligible Lender Trustee shall retain responsibility for the distribution of the Schedule K-1s necessary to enable each Owner to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (viiv) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, the Sale and Servicing Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 Related Agreements. (v) The Administrator shall perform the duties of the Indenture and those under Eligible Lender Trustee with respect to Section 6.07 10.04 of the Trust Sale and Servicing Agreement in connection with the sale of any Access Loans by the Issuer. (vi) The Administrator shall be the Calculation Agent under the Cap Agreement and shall give notice to the Cap Provider pursuant to Section 5.04(c) of the Sale and Servicing Agreement when payments are due to the Issuer under the Cap Agreement. (vii) As described in Article IX The Administrator agrees to provide notice on behalf of the Trust Agreement, notice Issuer to all other parties and the Rating Agencies of the occurrence of any termination event requiring such notice under each of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereofBasic Documents. (viii) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator Master Servicer set forth above and in this Agreement or any of the other Basic Documents, the Administrator Master Servicer shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee 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 Issuer or the Eligible Lender Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic DocumentsDocuments or under state and Federal tax and securities laws, and at the request of the Eligible Lender Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Issuer or the Owner Trustee, the Administrator Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Property (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Issuer or the Owner Trustee and are reasonably within the capability of the Administrator. Master Servicer. Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Indenture Trustee in the event that any withholding tax is imposed on the Issuers payments (iior allocations of income) to a Certificateholder (as defined in the Trust Agreement) as contemplated by this Agreement. Any such notice shall be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee and the Indenture Trustee pursuant to such provision. Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Master Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee Issuer or the Seller set forth in Section 5.02 5.1(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, any accounting and reports to Owners (as defined in the Trust Agreement); provided, however, that once prepared by the Master Servicer, the Depositor shall retain responsibility under Section 5.1(b) of the Trust Agreement for the distribution of the Schedule K-1s necessary to enable each Certificateholder to prepare its Federal and state income tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vi) returns. The Administrator Master Servicer shall perform the duties of the Administrator Depositor specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Owner Trustee, and any other duties expressly required to be performed by the Administrator Master Servicer under this Agreement or any of the Trust Agreement and the other Basic Documents. The Master Servicer, including those under Sections 6.07 and 6.08 on behalf of the Indenture and those under Section 6.07 Seller, shall direct the Issuer to request the tender of all or a portion of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice Notes of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, Series in accordance with the Indenture Trustee and or any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) Series Supplement. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator Master Servicer 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 Issuer and shall be, in the Administrator's Master Servicers opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated partiesin any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the The Trust Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee 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 Issuer or the Eligible Lender Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents, and at the request of the Eligible Lender Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement, and in accordance with the directions of the Eligible Lender Owner Trustee, the Trust Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Owner Trustee and are reasonably within the capability of the Trust Administrator. In furtherance thereof, the Owner Trustee shall, on behalf of itself and the Trust, execute and deliver to the Trust Administrator, one or more powers of attorney substantially in the form of Exhibit P hereto, appointing the Trust Administrator the attorney-in-fact of the Owner Trustee and the Trust for the purpose of executing on behalf of the Owner Trustee and the Trust any and all documents and taking any and all actions necessary in connection with the performance by the Trust Administrator of its obligations under this Agreement. (ii) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Trust Administrator shall be responsible for promptly notifying the Owner Trustee and the Note Insurer in writing in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to an Owner (as defined in the Trust Agreement) 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 Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Trust Administrator shall be responsible for performance of the duties of the Eligible Lender Owner Trustee and the Holder of the Special Interest set forth in Section 5.02 Sections 6.2, 6.3, 6.4. 6.5 and 6.6 of the Trust Agreement with respect to, among other things, any accounting and reports to Owners (as defined in the Trust Agreement); PROVIDED, HOWEVER, that the Holder of the Spread Interest shall retain responsibility for the distribution of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (viiv) The Trust Administrator shall perform the duties of the Administrator Servicer specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Owner Trustee, and any other duties expressly required to be performed by the Trust Administrator under this Agreement or any of the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Issuer and shall be, in the Trust Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated partiesin any material respect.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.01, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 Sections 5.04(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, any accounting and reports to Certificateholders; provided, however, that the Trustee shall retain responsibility for the distribution of the Schedule K-1's necessary to enable each Certificateholder to prepare its Federal and state income tax information or accounting report required to be distributed to Note Ownersreturns. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (vii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viiid) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing any notices required to be delivered by the Issuer to the Interest Rate Cap Counterparty under the Interest Rate Cap Agreement, as applicable, including, without limitation, any notice obligations specified in the Interest Rate Cap Agreement in the event of a default by the Interest Rate Cap Counterparty. (f) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Administrator set forth above and in the other Basic DocumentsRelated Agreements, the Administrator shall perform such calculations (and in such capacity is hereby appointed the "Calculation Agent" for the Issuer) and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic DocumentsRelated Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsRelated Agreements. Subject to Section 9 5 of this Agreement, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall deliver to be responsible for promptly notifying the Eligible Lender Trustee, Trustee in the Indenture Trustee, event that any withholding tax is imposed on the Rating Agencies and Issuer's payments (if or allocations of income) to the Seller is not the AdministratorOwner as contemplated in Section 5.01(c) the Seller, an Officers' Certificate of the Administrator containing all Trust Agreement. Any such notice shall specify the information necessary: (A) to pay the Department amount of any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are withholding tax required to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased withheld by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereofprovision. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.04 of the Trust Agreement with respect to, among other things, the preparation of any required tax information or accounting report required forms; provided, however, that the Eligible Lender Trustee shall retain responsibility for the distribution of all reports and forms necessary to be distributed enable the holder of the Certificate to Note Ownersprepare its Federal and state income tax returns. (v) [Reserved.] (viiv) The Administrator shall perform the duties of the Administrator specified in Sections Section 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, the Sale and Servicing Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 Related Agreements. (v) The Administrator shall perform the duties of the Indenture and those under Eligible Lender Trustee with respect to Section 6.07 10.04 of the Trust Sale and Servicing Agreement in connection with the sale of any Access Loans by the Issuer. (vi) The Administrator shall be the Calculation Agent under the Cap Agreement and shall give notice to the Cap Provider pursuant to Section 5.04(c) of the Sale and Servicing Agreement when payments are due to the Issuer under the Cap Agreement. (vii) As described in Article IX The Administrator shall be the Calculation Agent under the Interest Rate Swap and shall give notice to the Swap Counterparty and the Indenture Trustee, with a copy to the Securities Insurer, of the amounts of the Net Trust Swap Payment and the Net Trust Swap Receipt with respect to each Distribution Date, pursuant to Section 5.04(c) of the Sale and Servicing Agreement, notice of any termination and whether a Net Payment is due to the Swap Counterparty or a Net Receipt is due to the Issuer and the amounts thereof; in addition, the Administrator shall deliver all notices, on behalf of the Trust shall Issuer, required to be given delivered by the Administrator to Issuer under the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereofInterest Rate Swap. (viii) The Administrator agrees to provide notice on behalf of the Issuer to all other parties and the Rating Agencies of the occurrence of any event requiring such notice under each of the Basic Documents. (ix) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Administration Agreement Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each Interest Rate Determination Date for each class of Reset Rate Notes then bearing a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under any Swap Agreement, as applicable, including without limitation, any notice obligations specified in each Swap Agreement in the event of a default, termination event or failure to pay in full any amount due (as defined in the related Swap Agreement) by the related Swap Counterparty or the Issuer. (f) The Administrator shall be responsible for promptly preparing and delivering a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in each Swap Agreement, as applicable) required to be provided under the provisions of any Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Eligible Lender Trustee or the Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments including any additional Bills of Sale and Additional Purchase Agreements, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary. The Administrator, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate on behalf of the Administrator containing all the information necessary: (A) to Issuer, shall calculate and pay the Department any Consolidation Fees due and rebates properly payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iiib) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, any tax information or accounting report required to be distributed to Note Ownersif the Excess Distribution Certificate is not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any Form 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date, the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Trustee 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 Issuer or the Eligible Lender Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, the Eligible Lender 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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement8.1 below, and in accordance with the directions of the Eligible Lender Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Trustee and are reasonably within the capability of the Administrator. (iib) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the The Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other thingsthe reasonable fees and expenses of which shall be paid by the Depositor or the holder of the Excess Distribution Certificate, any tax information or accounting report required to be distributed to Note Ownersif not then held by the Depositor. (v) [Reserved.] (vic) The Administrator shall perform the duties of the Administrator specified in Sections 10.02 and 10.03 Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing any notices required to be delivered by the Issuer to the Interest Rate Cap Counterparty under the Interest Rate Cap Agreement, as applicable, including, without limitation, any notice obligations specified in the Interest Rate Cap Agreement in the event of a default by the Interest Rate Cap Counterparty. (f) 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Administrator set forth above and in the other Basic Documents, the Administrator shall perform the duties and obligations of the Issuer under the Basic Documents and the Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date, the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Eligible Lender Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Owner Trustee or the Eligible Lender Trustee Administrator to prepare, file or deliver pursuant to the Basic DocumentsDocuments and the Eligible Lender Trust Agreement (Issuer), and at the request of the Eligible Lender Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Basic Documents. In furtherance thereof, Documents and the Eligible Lender Trustee shall, on behalf of itself and of the Trust Agreement (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 Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions). Subject to Section 9 of this Agreement8.1, and in accordance with the directions of the Eligible Lender Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsDocuments and the Eligible Lender Trust Agreement (Issuer)) as are not covered by any of the foregoing provisions and as are expressly requested by the Eligible Lender Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Eligible Lender Trustee set forth in Section 5.02 of the Trust Agreement with respect to, among other things, any tax information or accounting report required to be distributed to Note Owners. (v) [Reserved.] (vib) The Administrator shall perform the duties of the Administrator specified set forth in Sections 10.02 and 10.03 Section 6.04 of the Trust Agreement required and the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, the reasonable fees and expenses of which shall be performed in connection with paid by the resignation Depositor or removal the holder of the Eligible Lender Trustee and Trust Certificate, if not then held by the appointment of a successor Eligible Lender Trustee, and Depositor. (c) The Administrator shall perform any other duties expressly required to be performed by the Administrator under the Trust Agreement and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Indenture and those under Section 6.07 of the Trust Agreement. (viid) As described in Article IX The Administrator shall be responsible for preparing and delivering, on behalf of the Trust AgreementIssuer, notice of (i) all notices required by any termination Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Trust shall be given by the Administrator to the Eligible Lender TrusteeNotes on a stock exchange of international standing and, if applicable, the Indenture Trustee and any Swap Counterparties as soon as practicable after transfer of the Administrator has received notice thereoflisting of the Notes to an alternative stock exchange of international standing. (viiie) 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer or the Noteholders than would be available from unaffiliated parties. (f) The Administrator shall provide notice to each Rating Agency if a Responsible Officer of the Administrator becomes aware of (i) the occurrence of a downgrade below “A1” by ▇▇▇▇▇’▇ of Citibank, N.A.’s long-term senior unsecured debt rating and (ii) if Citibank, N.A. no longer owns 50% or more of the outstanding common stock of SLC.