Common use of Report on Assessment of Compliance and Attestation Clause in Contracts

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 2016, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. F. The Servicer acknowledges that the parties identified in sub-clause A(ivA.(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i)the reports, (ii)attestations or certifications, (iii) and (iv) as applicable under clause A above with respect to any calendar year unless the Depositor Issuer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes for the Trust Student Loansrelated calendar year. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On (a) The Servicer shall: (i) on or before March 31st the 90th day following the end of each calendar year, commencing in 2016, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer2007, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit M or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferor and the Servicer; (ii) if requested by on or before the Administrator90th day following the end of each calendar year, on behalf of the Issuercommencing in 2007, deliver to the Issuer Transferor, the Trustee and the Administrator each Rating Agency a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, other Servicing Participant to deliver to the AdministratorTransferor, acting on behalf of the IssuerServicer, the Trustee and Capital One Multi-asset Execution Trust an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; provided, however, that if such other Servicing Participant is not an Affiliate of the Servicer, such assessment of compliance and accountants’ attestation shall be delivered on or before March 1 of each calendar year, commencing in 2007; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is cause each other Servicing Participant to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer the Trust, Capital One Multi-asset Execution Trust or the Transferor with respect to this securitization transaction a Securitization Transaction a certification on or before the Annual Certification 90th day following the end of each calendar year, commencing in 2007 in the form attached hereto as Attachment D. Exhibit L; provided, however, that if such other Servicing Participant is not an Affiliate of the Servicer, such certification shall be delivered on or before March 1 of each calendar year, commencing in 2007. (b) The Servicer acknowledges shall cause each other Servicing Participant to prepare an assessment of compliance that addresses each of the parties identified applicable Servicing Criteria specified in clause A(iva document substantially in the form of Exhibit M hereto, and to deliver such assessment of compliance to the Transferor upon reasonable request of the Transferor. (j) above Section 14.08 of the Agreement is amended by deleting Section 14.08(a) in its entirety and substituting the following language in lieu thereof: (a) Except as may rely on otherwise be required pursuant to Section 8.07, it shall not be necessary for the Servicer to seek the consent of the Transferor to the utilization of any certification provided Subservicer. The Servicer shall use its best efforts to cause any Subservicer used by the Servicer (or by any Subservicer pursuant Subservicer) for the benefit of the Transferor to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Administratorprovisions of this Section and with Sections 3.05, on behalf 14.05, 14.06 and 14.07 of this Agreement to the Issuersame extent as if such Subservicer were the Servicer; provided, will however, that this sentence shall not request delivery apply to Section 3.05 for Subservicers that only meet the criteria in Section 1108(a)(2)(iv) of items Regulation AB and do not meet the criteria in clauses A(i), (ii), Section 1108(a)(2)(i) through (iii) of Regulation AB. The Servicer shall be responsible for obtaining from each Subservicer and (iv) above unless delivering to the Depositor is Transferor any servicer compliance statement required to be delivered by such Subservicer under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each Section 3.05, any assessment of compliance provided and attestation required to be delivered by a such Subservicer shall address each of the Servicing Criteria specified on a under Section 14.07 and any certification required to be delivered to the ServicerPerson that will be responsible for signing the Sarbanes Certification under Section 14.07, the Issuerin each case, as and the Administrator on or prior when required to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified be delivered as determined by the Servicer and the Issuer on the date of such appointmentTransferor.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162010, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E C attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i), (ii), (iii) and (ivthe Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 15th of each calendar year, commencing in 2016, the Servicer shall[____]: (iA) if requested by the Administrator, on behalf Each of the IssuerMaster Servicer, the Master Servicer, the Trust Administrator and the Indenture Trustee shall deliver to the Issuer Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the IssuerDepositor) regarding the Master Servicer’s, the Trust Administrator’s or the Indenture Trustee’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, such Person and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached Exhibit H hereto, unless another form is mutually agreed-upon, delivered to the Depositor concurrently with the execution of this Agreement;. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Notes, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (iiB) if requested by the Administrator, on behalf Each of the Issuer, Master Servicer and the Indenture Trustee shall deliver to the Issuer Depositor and the Administrator Master Servicer a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Depositor that attests to, and reports on, the assessment of compliance made by the Master Servicer or the Indenture Trustee, as applicable, and delivered pursuant to the preceding paragraphparagraphs. Such attestation shall be in accordance with Rules 1Rules1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Notes, such report shall include such a statement to that effect. (iiiC) The Master Servicer shall cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, that is a Reporting Subcontractor to deliver to the Administrator, acting on behalf of the Issuer, Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section; andSection 10.7. (ivD) if requested The Indenture Trustee shall cause each Reporting Subcontractor engaged by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is it to be delivered, deliver to the Issuer, Depositor and the Administrator Master Servicer an assessment of compliance and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification accountants’ attestation as and when provided in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), paragraphs (ii), (iiia) and (ivb) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loansof this Section 10.07. B. (E) Each assessment of compliance provided by a Subservicer pursuant to Section 10.07(a)(iii) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit K hereto delivered to the ServicerDepositor concurrently with the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 10.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer and or the Issuer on the date of such appointmentIndenture Trustee, as applicable, pursuant to Section 10.07(a)(i).

Report on Assessment of Compliance and Attestation. A. On (a) (1) In the event that TRS is not the Servicer, then on or before the earlier of (a) March 31st 31 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, and (2) in the event that TRS or an affiliate of TRS is the Servicer, then on or before the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2016, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferors a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferors and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit K or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferors and the Servicer; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferors a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferors that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Administrator, acting on behalf of the Issuer, Transferors an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferors and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer the Trust or the Transferors with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit J. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 14.07(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit K hereto delivered to the ServicerTransferors upon reasonable request of the Transferors after the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 14.07(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 14.08.

Report on Assessment of Compliance and Attestation. A. On or before March 31st 90 days after the end of each calendar yearfiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing in 2016with the fiscal year ended March 31, 2009, the Servicer Administrator shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the ServicerAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar reporting year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and the Owner Trustee and signed by an authorized officer of the ServicerAdministrator, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit C hereto delivered to the form Issuer and the Owner Trustee concurrently with the execution of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Issuer that attests to, and reports on, the assessment of compliance made by the Servicer Administrator and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iviii) if requested by the Administrator, Issuer on behalf of the Issuer, not later than February or before May 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, Issuer and the Administrator Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an Issuer asset-backed issuer with respect to this a securitization transaction the Annual Certification a certification in the form attached hereto as Attachment D. Exhibit B. The Servicer Administrator acknowledges that the parties identified in clause A(iv(a)(iii) above may rely on any the certification provided by the Servicer or any Subservicer Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i), a certification under clause (ii), (iii) and (iva)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of Receivables. If the Servicing Criteria specified on a certification to be delivered to Administrator is the same party as the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of party’s compliance provided by a Subcontractor need not address any elements with Section 3.12 of the Sale and Servicing Criteria other than those specified by Agreement will satisfy the Servicer and the Issuer on the date of such appointmentAdministrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. A. On or before March 31st 20th of each calendar year, commencing in 20162009, the Servicer shall: (i1) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s 's assessment of compliance with the Applicable Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer Authorized Officer of the Servicer, and shall address each of the Applicable Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii2) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii3) cause each Subservicer and Subcontractor, determined by the Servicer to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i1) and (ii2) of this Section; and (iv4) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. E. The Servicer acknowledges that the parties identified in clause A(ivA(4) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i)the reports, (ii)attestations or certifications, (iii) and (iv) as applicable, under clause A above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes for the Trust Student Loans. B. related calendar year. Each assessment of compliance provided by a Subservicer shall address each of the Applicable Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Applicable Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162013, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E C attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 15th of each calendar year, commencing in 20162007, the Master Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Master Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Master Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E Exhibit F attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Master Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange ActAct and may be combined with or incorporated in the annual independent certified public accountants’ report required by Section 4.10 hereof; (iii) cause each Subservicer and Subcontractor, determined by the Master Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 March 15 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. Exhibit G. The Master Servicer acknowledges that the parties identified in clause A(iv(a)(iv) above may rely on any certification provided by the Master Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i), the Annual Certification under clause (ii), (iii) and (iva)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity Issuing Entity whose asset pool includes the Trust Financed Student Loans. B. . Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Master Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Master Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On (1) In the event that BBD is not the Servicer, then on or before the earlier of (a) March 31st 31 and (b) thirty (30) days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, and (2) in the event that BBD or an affiliate of BBD is the Servicer, then on or before the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 20162013, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit D or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferor and the Servicer; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Administrator, acting on behalf of the Issuer, Transferor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this SectionSection 9.4; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer the Trust or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit C. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 9.4(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit D hereto delivered to the ServicerTransferor upon reasonable request of the Transferor after the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 9.4(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 9.5.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162012, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E C attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before (i) By March 31st 10 (with a 5 calendar day cure period but in no event later than March 15) of each calendar year, commencing in 2016March 2008, the Servicer shall: (i) if requested Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by the Administratorit to furnish, on behalf of the Issuereach at its own expense, deliver to the Issuer Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (in form and substance reasonably satisfactory an “Assessment of Compliance”) that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the IssuerRelevant Servicing Criteria, (C) regarding the Servicersuch party’s assessment of compliance with the Relevant Servicing Criteria during as of and for the immediately preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 9.12(b), as required under Rules 13a-18 including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and 15d-18 of the Exchange Act nature and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicerstatus thereof, and shall address each of the Servicing Criteria specified on (D) a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of statement that a registered public accounting firm reasonably acceptable to the Administrator, acting has issued an attestation report on behalf of the Issuer, that attests to, and reports on, the such party’s assessment of compliance made by with the Relevant Servicing Criteria as of and for such period. (i) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and delivered the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(gSection 3.22(b)(i) of Regulation S-each Servicing Function Participant engaged by it. (ii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator, the Custodian and any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (B) the Trust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X under and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Securities Act and the Exchange Act;Depositor of any exceptions. (iii) cause The Master Servicer shall enforce any obligation of each Subservicer and SubcontractorServicer, determined by to the Servicer to be “participating extent set forth in the servicing function” within the meaning of Item 1122 of Regulation ABrelated Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, acting the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2008, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Custodian, the Trust Administrator, or such other Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Trust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such Assessment of Compliance and Accountant’s Attestation, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section; andSection and notify the Depositor of any exceptions. (iviii) if requested by The Master Servicer shall enforce any obligation of each Servicer, to the Administratorextent set forth in the related Servicing Agreement, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the IssuerMaster Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect pursuant to this securitization transaction Section. In the Annual Certification in event the form attached hereto as Attachment D. The Servicer acknowledges that Master Servicer, the parties identified in clause A(iv) above may rely on Trust Administrator, the Custodian, any certification provided by the Servicer or any Subservicer Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such clause in signing party shall cause a Sarbanes Certification registered public accounting firm to provide an attestation pursuant to this Section 3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) The Master Servicer agrees to indemnify and filing such with the Commission. The Administrator, on behalf hold harmless each of the IssuerDepositor and each Person, will not request delivery if any, who “controls” the Depositor within the meaning of items in clauses A(ithe Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the failure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and (iv) above unless hold harmless the Depositor is and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required under the Exchange Act any Assessment of Compliance or Accountant’s Attestation required pursuant to file an annual report on Form 10-K with respect Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to an issuing entity whose asset pool includes the Trust Student LoansSection 3.22(a)(i). B. (d) Each assessment of the parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance provided by a Subservicer shall address the Transferor and the Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the Servicing Criteria specified on a certification parties agrees that the parties’ obligations hereunder will be supplemented and modified as necessary to be delivered consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and the parties shall comply, to the Servicer, the Issuer, extent practicable from a timing and the Administrator on or prior information systems perspective (and to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address extent the requesting party will pay any elements increased cost of the Servicing Criteria other than those specified Trustee resulting from such request provided that such request results in extraordinary expenses), with requests made by the Servicer and Transferor or the Issuer on Depositor for delivery of additional or different information as the date Transferor or the Depositor may determine in good faith is necessary to comply with the provisions of such appointmentRegulation AB.

Report on Assessment of Compliance and Attestation. A. On or before March 31st [___] of each calendar year, commencing in 201620[__], the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E C attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before March 31st 20th of each calendar year, commencing in 20162008, the Servicer shall: (i1) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii2) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii3) cause each Subservicer and Subcontractor, determined by the Servicer to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i1) and (ii2) of this Section; and (iv4) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. E. The Servicer acknowledges that the parties identified in clause A(ivA(4) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i)the reports, (ii)attestations or certifications, (iii) and (iv) as applicable, under clause A above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes for the Trust Student Loans. B. related calendar year. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before (i) By March 31st 10 (with a 5 calendar day cure period but in no event later than March 15) of each calendar year, commencing in 2016March 2008, the Servicer shall: (i) if requested Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by the Administratorit to furnish, on behalf of the Issuereach at its own expense, deliver to the Issuer Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (in form and substance reasonably satisfactory an “Assessment of Compliance”) that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the IssuerRelevant Servicing Criteria, (C) regarding the Servicersuch party’s assessment of compliance with the Relevant Servicing Criteria during as of and for the immediately preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, as required under Rules 13a-18 including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and 15d-18 of the Exchange Act nature and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicerstatus thereof, and shall address each of the Servicing Criteria specified on (D) a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of statement that a registered public accounting firm reasonably acceptable to the Administrator, acting has issued an attestation report on behalf of the Issuer, that attests to, and reports on, the such party’s assessment of compliance made by with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and delivered the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When each of the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, each such party will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(gSection 3.22(b)(i) of Regulation S-X under the Securities Act and the Exchange Act;each Servicing Function Participant engaged by it. (iii) cause Promptly after receipt of each Subservicer Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator, the Custodian and Subcontractorany Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such party, determined by and (B) the Trust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of each Servicer, to be “participating the extent set forth in the servicing function” within the meaning of Item 1122 of Regulation ABrelated Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, acting the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2008, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Custodian, the Trust Administrator, or such Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Trust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such Assessment of Compliance and Accountant’s Attestation the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section; andSection and notify the Depositor of any exceptions. (iviii) if requested by The Master Servicer shall enforce any obligation of each Servicer, to the Administratorextent set forth in the related Servicing Agreement, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the IssuerMaster Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect pursuant to this securitization transaction Section. In the Annual Certification in event the form attached hereto as Attachment D. The Servicer acknowledges that Master Servicer, the parties identified in clause A(iv) above may rely on Trust Administrator, the Custodian, any certification provided by the Servicer or any Subservicer Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such clause in signing party shall cause a Sarbanes Certification registered public accounting firm to provide an attestation pursuant to this Section 3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) The Master Servicer agrees to indemnify and filing such with the Commission. The Administrator, on behalf hold harmless each of the IssuerDepositor and each Person, will not request delivery if any, who “controls” the Depositor within the meaning of items in clauses A(ithe Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the failure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and (iv) above unless hold harmless the Depositor is and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required under the Exchange Act any Assessment of Compliance or Accountant’s Attestation required pursuant to file an annual report on Form 10-K with respect Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to an issuing entity whose asset pool includes the Trust Student LoansSection 3.22(a)(i). B. (d) Each assessment of the parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance provided by a Subservicer shall address the Transferor and the Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the Servicing Criteria specified on a certification parties agrees that the parties’ obligations hereunder will be supplemented and modified as necessary to be delivered consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and the parties shall comply, to the Servicer, the Issuer, extent practicable from a timing and the Administrator on or prior information systems perspective (and to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address extent the requesting party will pay any elements increased cost of the Servicing Criteria other than those specified Trustee resulting from such request provided that such request results in extraordinary expenses), with requests made by the Servicer and Transferor or the Issuer on Depositor for delivery of additional or different information as the date Transferor or the Depositor may determine in good faith is necessary to comply with the provisions of such appointmentRegulation AB.

Report on Assessment of Compliance and Attestation. A. On or before March 31st the 60th day following the end of each calendar yearfiscal year of the Trust and BA Credit Card Trust, commencing in 2016with the fiscal year ending December 31, 2015, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearyear (or, with respect to the assessment delivered in 2016, for the period from and including July 1, 2015 through and including December 31, 2015), as required under Rules 13a-18 13a‑18 and 15d-18 15d‑18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit E or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferor and the Servicer; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(31‑02(a)(3) and 2-02(g2‑02(g) of Regulation S-X S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Administrator, acting on behalf of the Issuer, Transferor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Sectionsubsection; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer the Trust, BA Credit Card Trust or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment Exhibit D. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer pursuant to subsection 22(f)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit E hereto delivered to the ServicerTransferor upon reasonable request of the Transferor after the execution of the Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to subsection 22(f)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to subsection 22(g).

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E C attached to this Agreement;; Servicing Agreement (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i), (ii), (iii) and (ivthe Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity Issuing Entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.. Servicing Agreement

Report on Assessment of Compliance and Attestation. A. On or before (i) By March 31st 10 (with a 5 calendar day cure period but in no event later than March 15) of each calendar year, commencing in 2016March 2007, the Servicer shall: (i) if requested Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by the Administratorit to furnish, on behalf of the Issuereach at its own expense, deliver to the Issuer Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (in form and substance reasonably satisfactory an “Assessment of Compliance”) that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the IssuerRelevant Servicing Criteria, (C) regarding the Servicersuch party’s assessment of compliance with the Relevant Servicing Criteria during as of and for the immediately preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, as required under Rules 13a-18 including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and 15d-18 of the Exchange Act nature and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicerstatus thereof, and shall address each of the Servicing Criteria specified on (D) a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of statement that a registered public accounting firm reasonably acceptable to the Administrator, acting has issued an attestation report on behalf of the Issuer, that attests to, and reports on, the such party’s assessment of compliance made by with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and delivered the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same Person). When each of the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, each such party will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(gSection 3.22(b)(i) of Regulation S-X under the Securities Act and the Exchange Act;each Servicing Function Participant engaged by it. (iii) cause Promptly after receipt of each Subservicer Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator, the Custodian and Subcontractorany Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such party, determined by and (B) the Trust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of each Servicer, to be “participating the extent set forth in the servicing function” within the meaning of Item 1122 of Regulation ABrelated Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, acting the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Custodian, the Trust Administrator, or such Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Trust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such Assessment of Compliance and Accountant’s Attestation the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section; andSection and notify the Depositor of any exceptions. (iviii) if requested by The Master Servicer shall enforce any obligation of each Servicer, to the Administratorextent set forth in the related Servicing Agreement, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the IssuerMaster Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect pursuant to this securitization transaction Section. In the Annual Certification in event the form attached hereto as Attachment D. The Servicer acknowledges that Master Servicer, the parties identified in clause A(iv) above may rely on Securities Administrator, the Custodian, any certification provided by the Servicer or any Subservicer Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such clause in signing party shall cause a Sarbanes Certification registered public accounting firm to provide an attestation pursuant to this Section 3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) The Master Servicer agrees to indemnify and filing such with the Commission. The Administrator, on behalf hold harmless each of the IssuerDepositor and each Person, will not request delivery if any, who “controls” the Depositor within the meaning of items in clauses A(ithe Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the failure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and (iv) above unless hold harmless the Depositor is and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required under the Exchange Act any Assessment of Compliance or Accountant’s Attestation required pursuant to file an annual report on Form 10-K with respect Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to an issuing entity whose asset pool includes the Trust Student LoansSection 3.22(a)(i). B. (d) Each assessment of the parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance provided by a Subservicer shall address the Transferor and the Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the Servicing Criteria specified on a certification parties agrees that the parties’ obligations hereunder will be supplemented and modified as necessary to be delivered consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and the parties shall comply, to the Servicer, the Issuer, extent practicable from a timing and the Administrator on or prior information systems perspective (and to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address extent the requesting party will pay any elements increased cost of the Servicing Criteria other than those specified Trustee resulting from such request provided that such request results in extraordinary expenses), with requests made by the Servicer and Transferor or the Issuer on Depositor for delivery of additional or different information as the date Transferor or the Depositor may determine in good faith is necessary to comply with the provisions of such appointmentRegulation AB.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162008, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E C attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i), (ii), (iii) and (ivthe Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 20th of each calendar year, commencing in 20162009, the Servicer Administrator shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the ServicerAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearyear (or applicable portion thereof), as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the ServicerAdministrator, and shall address each of the Servicing Criteria specified on a the certification substantially in the form of Attachment E B attached to this Agreement, incorporating any such changes as may be agreed to by the Depositor; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Issuer that attests to, and reports on, the assessment of compliance made by the Servicer Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer Sub-administrator and Subcontractor, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs clauses (i) and (ii) of this SectionSection 9.4; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 1st of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the a Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification Certification, a certification in the form attached hereto as Attachment D. A on behalf of the Issuer with respect to a securitization transaction. The Servicer Administrator acknowledges that the parties identified in this clause A(iv(a)(iii) above may rely on any the certification provided by the Servicer or any Subservicer Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above a certification under this clause unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162008, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E C attached to this Agreement;; Servicing Agreement (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i), (ii), (iii) and (ivthe Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.. Servicing Agreement

Report on Assessment of Compliance and Attestation. A. On or before (i) By March 31st 10 (with a 5 calendar day cure period but in no event later than March 15) of each calendar year, commencing in 2016March 2007, the Servicer shall: (i) if requested by Master Servicer, the Trust Administrator, on behalf of and the IssuerCustodian, deliver each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Issuer Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria substantially in the form of Exhibit P (in form and substance reasonably satisfactory an “Assessment of Compliance”) that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the IssuerRelevant Servicing Criteria, (C) regarding the Servicersuch party’s assessment of compliance with the Relevant Servicing Criteria during as of and for the immediately preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, as required under Rules 13a-18 including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and 15d-18 of the Exchange Act nature and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicerstatus thereof, and shall address each of the Servicing Criteria specified on (D) a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of statement that a registered public accounting firm reasonably acceptable to the Administrator, acting has issued an attestation report on behalf of the Issuer, that attests to, and reports on, the such party’s assessment of compliance made by with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year for the Trust Fund for which a 10-K is required to be filed, the Master Servicer and delivered the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant. When the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessment of Compliance (and Accountant’s Attestation pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(gSection 3.22(b)(i)) of Regulation S-X under the Securities Act and the Exchange Act;each Servicing Function Participant engaged by it. (iii) cause Promptly after receipt of each Subservicer Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator, the Custodian and Subcontractorany Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, determined by and (B) the Trust Administrator shall confirm that the Assessments of Compliance, taken individually, address the Relevant Servicing Criteria for each party as set forth on Exhibit V and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of the Servicers, to be “participating the extent set forth in the servicing function” within the meaning of Item 1122 of Regulation ABrelated Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such Assessment of Compliance with its own Assessment of Compliance to be submitted to the Trust Administrator pursuant to this Section. (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, acting on behalf and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render services to the Master Servicer, the Custodian, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the IssuerAmerican Institute of Certified Public Accountants to furnish a report to the Trust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and accountants’ not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Custodian, the Trust Administrator or any Servicing Function Participant engaged by such parties, (A) the Depositor shall review such report and, if applicable, consult with each such party as to the nature of any defaults by such party, in the fulfillment of any of such party’s obligations hereunder or under any other applicable agreement, and (B) the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as and when provided in paragraphs may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Trust Administrator pursuant to this Section. (i) The Master Servicer agrees to indemnify and hold harmless each of the Depositor and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (ii) any material misstatement or omission contained in any Assessment of this Section; andCompliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of such Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iv) if requested Each of the parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Administrator, on behalf of Transferor and the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such Depositor with the Commissionprovisions of Regulation AB, as such may be amended or clarified from time to time. The AdministratorTherefore, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification parties agrees that the parties’ obligations hereunder will be supplemented and modified as necessary to be delivered consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and the parties shall comply, to the Servicer, the Issuer, extent practicable from a timing and the Administrator on or prior information systems perspective (and to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address extent the requesting party will pay any elements increased cost of the Servicing Criteria other than those specified Trustee resulting from such request provided that such request results in extraordinary expenses), with requests made by the Servicer and Transferor or the Issuer on Depositor for delivery of additional or different information as the date Transferor or the Depositor may determine in good faith is necessary to comply with the provisions of such appointmentRegulation AB.

Report on Assessment of Compliance and Attestation. A. On or before the earlier of (a) March 31st of 1 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2016201[ ], the Servicer Indenture Trustee shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the ServicerIndenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor or the Servicer, as applicable, and signed by an authorized officer of the ServicerIndenture Trustee, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit G or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferor and the Indenture Trustee; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;; and (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer the Trust or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification substantially in the form attached hereto as Attachment D. Exhibit F or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Servicer Indenture Trustee acknowledges that the parties identified in clause A(iv(iii) above may rely on any the certification provided by the Servicer or any Subservicer Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 1st of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the IssuerPurchaser and such Depositor) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Purchaser and such Depositor and signed by an authorized officer of the Servicer, and shall address each of the “Servicing Criteria Criteria” specified on a certification substantially in the form of Attachment E attached Exhibit 13 hereto delivered to this the Purchaser concurrently with the execution of the Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Purchaser and the Administrator any Depositor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Purchaser and such Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer Subservicer, and Subcontractor, determined by the Servicer to be each Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this SectionSubsection 33.06; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the IssuerPurchaser, the Administrator any Depositor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer asset-backed issuer with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit 12 (it being understood that to the extent such certification is required to be delivered hereunder and is delivered by the Servicer in connection with a Securitization Transaction, the Servicer shall not be required to deliver the certification required to be delivered pursuant to Section 11.24(b) of the Servicing Addendum). The Servicer acknowledges that the parties identified in clause A(iv(a)(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to Subsection 33.06(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit 13 hereto delivered to the ServicerPurchaser concurrently with the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Subsection 33.06(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentSeller pursuant to Subsection 33.07.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E C attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i), (ii), (iii) and (ivthe Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity Issuing Entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 20th of each calendar year, commencing in 20162008, the Servicer Administrator shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the ServicerAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearyear (or applicable portion thereof), as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the ServicerAdministrator, and shall address each of the Servicing Criteria specified on a the certification substantially in the form of Attachment E B attached to this Agreement, incorporating any such changes as may be agreed to by the Depositor; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Issuer that attests to, and reports on, the assessment of compliance made by the Servicer Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer Subadministrator and Subcontractor, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs clauses (i) and (ii) of this SectionSection 9.4; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 1st of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Issuer and any other Person that will be responsible for signing the a Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. A on behalf of the Issuer with respect to a securitization transaction. The Servicer Administrator acknowledges that the parties identified in this clause A(iv(a)(iii) above may rely on any the certification provided by the Servicer or any Subservicer Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above a certification under this clause unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before By March 31st 15 of each calendar year, commencing in 2016March 2007, the Servicer shall: (i) if requested by Master Servicer, the Trust Administrator, on behalf of the IssuerModification Oversight Agent and each Servicer, deliver each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish or otherwise make available, each at its own expense, to the Issuer Trust Administrator, the Trustee and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (in form and substance reasonably satisfactory an “Assessment of Compliance”) that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the IssuerRelevant Servicing Criteria, (C) regarding the Servicersuch party’s assessment of compliance with the Relevant Servicing Criteria during as of and for the immediately preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 4.06(c), as required under Rules 13a-18 including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and 15d-18 of the Exchange Act nature and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicerstatus thereof, and shall address each of the Servicing Criteria specified on (D) a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of statement that a registered public accounting firm reasonably acceptable has issued an Accountant’s Attestation on such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, each Servicer and the Master Servicer shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, however, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same person). When the Master Servicer, the Modification Oversight Agent and each Servicer (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Trust Administrator, acting such parties will also at such time include the Assessments of Compliance (and Accountant’s Attestation) of each Servicing Function Participant engaged by it. Promptly after receipt of each Assessment of Compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator, a Servicer, a Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Trust Administrator shall confirm that the Assessments of Compliance, taken individually, address the Relevant Servicing Criteria for each party as set forth on behalf Exhibit Q and on any similar exhibit set forth in the Designated Servicing Agreement in respect of the IssuerDesignated Servicer and notify the Depositor of any exceptions. None of such parties will be required to deliver any such assessments until March 30 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator and the Certificate Insurer pursuant to this Section. In the event the Master Servicer, that attests the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to, and reports onthe terms of this Agreement, or any other applicable agreement, as the assessment case may be, such party shall provide an Assessment of compliance made by Compliance pursuant to this Section 3.21, or to such other applicable agreement, notwithstanding any termination, assignment or resignation. The Master Servicer shall enforce any obligation of the Designated Servicer and delivered pursuant the Custodians, to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating extent set forth in the servicing function” within the meaning of Item 1122 of Regulation ABDesignated Servicing Agreement or Custodial Agreement, as applicable, to deliver to the AdministratorMaster Servicer an Assessment of Compliance within the time frame set forth in, acting on behalf and in such form and substance as may be required pursuant to, the Designated Servicing Agreement or Custodial Agreement, as applicable. The Master Servicer shall include such Assessment of Compliance with its own Assessment of Compliance to be submitted to the Issuer, an assessment of compliance Trust Administrator and accountants’ attestation as and when provided in paragraphs (i) and (ii) of the Trustee pursuant to this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver . Notwithstanding anything to the Issuercontrary in this Section, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf ▇▇▇▇▇ Fargo, in its capacity as a Servicer shall deliver its Assessment of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered Compliance to the Master Servicer (only so long as ▇▇▇▇▇ Fargo is the Master Servicer, the Issuer, and the Administrator on or prior ) who in turn will forward such items to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentappropriate parties.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162011, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E C attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i), (ii), (iii) and (ivthe Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity Issuing Entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.. Servicing Agreement

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 1 of each calendar year, year commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Seller, the Trustee and the Depositor a report (in form and substance reasonably satisfactory to the IssuerSeller and the Depositor) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Seller and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached Exhibit J hereto delivered to the Seller concurrently with the execution of this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Seller, the Trustee and the Administrator Depositor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of Seller and the Issuer, Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; immediately upon receipt of such report, the Servicer shall, at its own expense, furnish a copy of such report to the Trustee and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request, provided that such statement is delivered by the Servicer to the Trustee; (iii) cause each Subservicer Sub-Servicer, and Subcontractor, each Subcontractor determined by the Servicer pursuant to Section 12.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the AdministratorSeller, acting on behalf of the Issuer, Trustee and the Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section; and (iv) if requested by the Administrator, on behalf of Seller or the Issuer, Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, Depositor the Administrator certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and any other Person that will be responsible for signing 15d-14(d) under the Sarbanes Certification Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer asset-backed issuer with respect to the transactions contemplated by this securitization transaction the Annual Certification Agreement, a certification in the form attached hereto as Attachment D. Exhibit I-1. The Servicer acknowledges that the parties identified in clause A(iv) above Depositor may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of Neither the Issuer, Seller nor the Depositor will not request delivery of items in clauses A(i), a certification under clause (ii), (iii) and (iva)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Mortgage Loans. B. (b) Each assessment of compliance provided by a Subservicer Sub-Servicer pursuant to Section 12.05(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit J hereto delivered to the ServicerSeller concurrently with the execution of this Agreement or, in the Issuercase of a Sub-Servicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 12.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 12.06.

Report on Assessment of Compliance and Attestation. A. On or before (a) By March 31st 1 (with a ten-calendar day cure period) of each calendar year, commencing in 2016March 20[ ], the Servicer shall: Servicer, Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria that contains (i) if requested a statement by the Administrator, on behalf such party of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of its responsibility for assessing compliance with the Relevant Servicing Criteria during the immediately preceding calendar yearCriteria, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the AdministratorForm 10-K required to be filed pursuant to Section 4.07, on behalf including, if there has been any material instance of noncompliance with the IssuerRelevant Servicing Criteria, deliver to the Issuer a discussion of each such failure and the Administrator nature and status thereof, and (iv) a report of statement that a registered public accounting firm reasonably acceptable has issued an Attestation Report on such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and the Custodian shall forward to the Trust Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on Assessment of Compliance prepared by such Servicing Function Participant (provided, however, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Trust Administrator, acting on behalf of the Issuer, that attests to, and reports on, such parties will also at such time include the assessment of compliance made by the Servicer and delivered attestation pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(gSection 3.23(b) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and SubcontractorServicing Function Participant engaged by it. Promptly after receipt of each such report on Assessment of Compliance, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Trust Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges shall confirm that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing assessments, taken as a Sarbanes Certification and filing such with the Commission. The Administratorwhole, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each all of the Servicing Criteria specified and taken individually address the Relevant Servicing Criteria for each party as set forth on a certification Exhibit S and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. The Master Servicer shall include all annual reports on Assessment of Compliance received by it from the Servicer with its own Assessment of Compliance to be delivered submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on Assessment of Compliance pursuant to this Section 3.23(a), or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (b) By March 1 (with a ten-calendar day cure period) of each year, commencing in March 20[ ], the Servicer, the IssuerMaster Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm and that is a member of the Administrator on or prior American Institute of Certified Public Accountants to furnish an attestation report (an “Attestation Report”) to the date Trust Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such appointment. An assessment party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance provided by a Subcontractor need not address any elements of with the Relevant Servicing Criteria other than those specified was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s Assessment of Compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such Assessment of Compliance and Attestation Report, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.23(a) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Servicer, the Custodian or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the Issuer on terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the date of case may be, such appointmentparty shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.23(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Assessment of Compliance and Attestation. A. (a) On or before the earlier of (a) March 31st of 1 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferors a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferors and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit K or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferors and the Servicer; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferors a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferors that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Administrator, acting on behalf of the Issuer, Transferors an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferors and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer the Trust or the Transferors with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit J. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 14.07(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit K hereto delivered to the ServicerTransferors upon reasonable request of the Transferors after the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 14.07(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 14.08.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 2016200__, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in sub-clause A(ivA.(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i)the reports, (ii)attestations or certifications, (iii) and (iv) as applicable, under clause A above with respect to any calendar year unless the Depositor Issuer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes for the Trust Student Loansrelated calendar year. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before the earlier of (a) March 31st of 1 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 20162007, the Servicer Indenture Trustee shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s Indenture Trustee's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor or the Servicer, as applicable, and signed by an authorized officer of the ServicerIndenture Trustee, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit H or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferor and the Indenture Trustee; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;; and (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the certification (a "Sarbanes Certification Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer the Trust or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification substantially in the form attached hereto as Attachment D. Exhibit G or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Servicer Indenture Trustee acknowledges that the parties identified in clause A(iv(iii) above may rely on any the certification provided by the Servicer or any Subservicer Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such Servicing Agreement report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i), (ii), (iii) and (ivthe Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity Issuing Entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.. Servicing Agreement

Report on Assessment of Compliance and Attestation. A. On (a) (1) In the event that TRS is not the Servicer, then on or before the earlier of (a) March 31st 31 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, and (2) in the event that TRS or an affiliate of TRS is the Servicer, then on or before the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 20162019, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferors a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferors and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit K or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferors and the Servicer; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferors a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferors that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Administrator, acting on behalf of the Issuer, Transferors an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferors and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer the Trust or the Transferors with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit J. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 14.07(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit K hereto delivered to the ServicerTransferors upon reasonable request of the Transferors after the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 14.07(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 14.08.

Report on Assessment of Compliance and Attestation. A. On With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on or before March 31st 1 of each calendar year, commencing in 20162007, the Servicer Company shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Purchaser, any Master Servicer and any Depositor a report (in form and substance reasonably satisfactory to the IssuerPurchaser, such Master Servicer and such Depositor) regarding the ServicerCompany’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Purchaser, such Master Servicer and such Depositor and signed by an authorized officer of the Servicer, Company and shall address each of the “Applicable Servicing Criteria” specified on Exhibit G hereto (or those Servicing Criteria specified on otherwise mutually agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes Certification with respect to a certification substantially Securitization Transaction in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit G) delivered to the form Purchaser at the time of Attachment E attached to this Agreementany Securitization Transaction; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Purchaser, any Master Servicer and the Administrator any Depositor a report of a registered public accounting firm reasonably acceptable to the AdministratorPurchaser, acting on behalf of the Issuer, such Master Servicer and such Depositor that attests to, and reports on, the assessment of compliance made by the Servicer Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, each Subcontractor determined by the Servicer Company pursuant to Section 4.29(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the AdministratorPurchaser, acting on behalf of the Issuer, such Master Servicer and such Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this SectionSection 6.06; and (iv) if requested by the Administratordeliver, on behalf of the Issuerand cause each Subservicer and each Subcontractor described in clause (iii) to deliver, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the IssuerPurchaser, the Administrator any Master Servicer, any Depositor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer asset-backed issuer with respect to this securitization transaction a Securitization Transaction a certification, signed by the Annual Certification appropriate officer of the Company, in the form attached hereto as Attachment D. Exhibit H. The Servicer Company acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of Neither the Issuer, Purchaser nor any Depositor will not request delivery of items in clauses A(i), (ii), (iii) and a certification under clause (iv) above unless the a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Mortgage Loans. B. . Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit G hereto delivered to the ServicerPurchaser at the time of any Securitization Transaction or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentCompany pursuant to Section 4.29.

Report on Assessment of Compliance and Attestation. A. On or before March 31st 15 of each calendar year, commencing in 2016, the Servicer Custodian shall: (ia) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Master Servicer, the Trustee and the Depositor a report (in form and substance reasonably satisfactory to the Issuer) regarding the ServicerCustodian’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria (as identified and marked in Exhibit Four attached hereto) during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed The Assessment of Compliance, as set forth in Regulation AB, must contain (i) a statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Issuer Custodian, (ii) a statement by such officer that the Custodian used the Servicing Criteria attached as Exhibit Four hereto, and signed which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Custodian, (iii) an assessment by an authorized such officer of the ServicerCustodian’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities the Custodian performs with respect to asset-backed securities transactions taken as a whole involving the Custodian, that are backed by the same asset type as the Mortgage Loans, (iv) a statement that a registered public accounting firm has issued an attestation report on the Custodian’s Assessment of Compliance for the period consisting of the preceding calendar year, and (v) a statement as to which of the Servicing Criteria, if any, are not applicable to the Custodian, which statement shall be based on the activities the Custodian performs with respect to asset-backed securities transactions taken as a whole involving the Custodian, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified identified and marked on a certification substantially in Exhibit Four attached hereto as being applicable to the form of Attachment E attached to this Agreement;Custodian; and (iib) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Master Servicer, the Trustee and the Administrator a report of Depositor an Attestation Report (an “Attestation Report”) by a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment Assessment of compliance Compliance made by the Servicer Custodian, as required by Rules 13a-18 and delivered pursuant to 15d-18 of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Exchange Act and the Exchange Act; (iiiItem 1122(b) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Administrator, acting on behalf of Public Company Accounting Oversight Board. (c) Notwithstanding the Issuerforegoing, an assessment Assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested Compliance is not required to be delivered by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above Custodian unless the Depositor it is required under the Exchange Act to file an annual report on as part of a Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student LoansFund. B. Each assessment (d) In the event the Custodian is terminated under, or resigns pursuant to, the terms of compliance provided by a Subservicer this Agreement, the Custodian shall address each provide an Assessment of the Servicing Criteria specified on a certification Compliance and cause to be delivered provided an Attestation Report pursuant to the Servicer, the Issuer, and the Administrator on this Section 4.4 notwithstanding any such termination or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentresignation.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E C attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i), (ii), (iii) and (ivthe Annual Certification under clause A(iv) above unless the Depositor is required under the Servicing Agreement Exchange Act to file an annual report on Form 10-K with respect to an issuing entity Issuing Entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.. Servicing Agreement

Report on Assessment of Compliance and Attestation. A. On or before March 31st (a) Within the earlier of 90 days after the end of each calendar yearfiscal year of the Issuer or such date as required by Regulation AB, commencing in 2016beginning after the end of fiscal year 2006, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s 's or any Subservicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor and signed by an authorized officer of the ServicerServicer or the applicable Subservicer, and shall address each of the relevant Servicing Criteria specified on a certification substantially set forth in Exhibit F, as may be amended from time to time by the form of Attachment E attached to this Agreementparties hereto; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a an independent registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause instruct each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Administrator, acting on behalf of the Issuer, Transferor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an the Issuer or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit E or such other form as may be mutually agreed upon. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 10.04(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit F hereto delivered to the ServicerTransferor concurrently with the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant pursuant to Section 10.04(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer pursuant to Section 10.05. (c) Within thirty (30) days of receipt, the Transferor shall provide a copy of all reports prepared and the Issuer on the date of such appointmentdelivered pursuant to this Section 10.04 to each Rating Agency.

Report on Assessment of Compliance and Attestation. A. On or before (a) By March 31st 1 (with a ten-calendar day cure period) of each calendar year, commencing in 2016March 2007, the Servicer, Master Servicer shall: and the Trust Administrator, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator, the NIM Insurer, if any, and the Depositor, a report on an assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria that contains (i) if requested a statement by the Administrator, on behalf such party of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of its responsibility for assessing compliance with the Relevant Servicing Criteria during the immediately preceding calendar yearCriteria, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the AdministratorForm 10-K required to be filed pursuant to Section 4.07, on behalf including, if there has been any material instance of noncompliance with the IssuerRelevant Servicing Criteria, deliver to the Issuer a discussion of each such failure and the Administrator nature and status thereof, and (iv) a report of statement that a registered public accounting firm reasonably acceptable has issued an Attestation Report on such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer shall forward to the Trust Administrator, acting the NIM Insurer, if any, and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on behalf Assessment of the IssuerCompliance prepared by such Servicing Function Participant (provided, however, that attests tothe Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When the Master Servicer and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Trust Administrator, and reports on, such parties will also at such time include the assessment of compliance made by the Servicer and delivered attestation pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(gSection 3.23(b) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and SubcontractorServicing Function Participant engaged by it. Promptly after receipt of each such report on Assessment of Compliance, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Trust Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges shall confirm that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing assessments, taken as a Sarbanes Certification and filing such with the Commission. The Administratorwhole, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each all of the Servicing Criteria specified and taken individually address the Relevant Servicing Criteria for each party as set forth on a certification Exhibit S and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. Fremont 2006-D Pooling & Servicing Agreement The Master Servicer shall include all annual reports on Assessment of Compliance received by it from the Servicers with its own Assessment of Compliance to be delivered submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on Assessment of Compliance pursuant to this Section 3.23(a), or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (b) By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Servicer, the IssuerMaster Servicer and the Trust Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report (an “Attestation Report”) to the Trust Administrator, the NIM Insurer, if any, and the Administrator on or prior Depositor, to the date effect that (i) it has obtained a representation regarding certain matters from the management of such appointment. An assessment party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance provided by a Subcontractor need not address any elements of with the Relevant Servicing Criteria other than those specified was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s Assessment of Compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such Assessment of Compliance and Attestation Report, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.23(a) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the Issuer on terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the date of case may be, such appointment.party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.23(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation. Fremont 2006-D Pooling & Servicing Agreement

Report on Assessment of Compliance and Attestation. A. On With respect to any Mortgage Loans that are the subject of a Securitization Transaction on or before March 31st 1 of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Owner, any Master Servicer or any Depositor a report (in form and substance reasonably satisfactory to the IssuerOwner, such Master Servicer and such Depositor) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Owner, such Master Servicer and such Depositor and signed by an authorized officer of the Servicer, Servicer and shall address each of the “Applicable Servicing Criteria” specified substantially on Exhibit H hereto (or those Servicing Criteria specified on a certification substantially otherwise mutually agreed to by the Owner and the Servicer in the form response to evolving interpretations of Attachment E attached to this AgreementRegulation AB; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Owner, any Master Servicer or any Depositor a report of a registered public accounting firm reasonably acceptable to the AdministratorOwner, acting on behalf of the Issuer, such Master Servicer and such Depositor that attests to, and reports on, the assessment of the compliance made by the Servicer and delivered pursuant to the preceding .preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-2- 02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, determined by the Servicer pursuant to Section 4.25(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the AdministratorOwner, acting on behalf of the Issuer, any Master Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this SectionSection 6.06; and (iv) if requested by the AdministratorOwner, on behalf of the IssuerMaster Servicer or Depositor, not later than February 1 of the calendar year deliver, and cause each Subservicer and each Subcontractor described in which such certification is clause (iii) to be delivered, deliver to the IssuerOwner, the Administrator any Master Servicer, any Depositor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer asset-backed issuer with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit I. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit H hereto delivered to the Owner concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer pursuant to Section 4.25. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The AdministratorNeither the Owner, on behalf of the Issuer, any Master Servicer or any Depositor will not request delivery of items in clauses A(i), (ii), (iii) and a certification under clause (iv) above unless the a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Mortgage Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before March 31st 20th of each calendar year, commencing in 201620__, the Servicer shall: (i1) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s 's assessment of compliance with the Applicable Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer Authorized Officer of the Servicer, and shall address each of the Applicable Servicing Criteria specified on a certification substantially in the form of Attachment E F attached to this Agreement; (ii2) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii3) cause each Subservicer and Subcontractor, determined by the Servicer to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i1) and (ii2) of this Section; and (iv4) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. E. The Servicer acknowledges that the parties identified in clause A(ivA(4) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i)the reports, (ii)attestations or certifications, (iii) and (iv) as applicable, under clause A above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes for the Trust Student Loans. B. related calendar year. Each assessment of compliance provided by a Subservicer shall address each of the Applicable Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Applicable Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 1 of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Seller a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Seller and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit J or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementSeller and the Servicer; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Seller a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Seller that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Administrator, acting on behalf of the Issuer, Seller an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Seller and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer the Trust, National City Credit Card Master Note Trust or the Seller with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit I. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 14.07(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit J hereto delivered to the ServicerSeller upon reasonable request of the Seller after the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 14.07(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 14.08.

Report on Assessment of Compliance and Attestation. A. On With respect to any Mortgage Loans that are the subject of a Securitization Transaction on or before March 31st 1 of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Owner, any Master Servicer or any Depositor a report (in form and substance reasonably satisfactory to the IssuerOwner, such Master Servicer and such Depositor) regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Owner, such Master Servicer and such Depositor and signed by an authorized officer of the Servicer, Servicer and shall address each of the "Applicable Servicing Criteria" specified substantially on Exhibit H hereto (or those Servicing Criteria specified on a certification substantially otherwise mutually agreed to by the Owner and the Servicer in the form response to evolving interpretations of Attachment E attached to this AgreementRegulation AB); (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Owner, any Master Servicer or any Depositor a report of a registered public accounting firm reasonably acceptable to the AdministratorOwner, acting on behalf of the Issuer, such Master Servicer and such Depositor that attests to, and reports on, the assessment of the compliance made by the Servicer and delivered pursuant to the preceding .preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, determined by the Servicer pursuant to Section 4.25(b) to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the AdministratorOwner, acting on behalf of the Issuer, any Master Servicer and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i) and (ii) of this SectionSection 6.06; and (iv) if requested by the AdministratorOwner, on behalf of the IssuerMaster Servicer or Depositor, not later than February 1 of the calendar year deliver, and cause each Subservicer and each Subcontractor described in which such certification is clause (iii) to be delivered, deliver to the IssuerOwner, the Administrator any Master Servicer, any Depositor and any other Person that will be responsible for signing the certification (a "Sarbanes Certification Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an Issuer asset-backed issuer with respect to this securitization transaction the Annual Certification ▇▇▇▇▇▇▇ ▇▇ a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit I. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit H hereto delivered to the Owner concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer pursuant to Section 4.25. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The AdministratorNeither the Owner, on behalf of the Issuer, any Master Servicer or any Depositor will not request delivery of items in clauses A(i), (ii), (iii) and a certification under clause (iv) above unless the a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Mortgage Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 1 of each calendar year, year commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Seller, the Trustee and the Depositor a report (in form and substance reasonably satisfactory to the IssuerSeller and the Depositor) regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Seller and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached Exhibit J hereto delivered to the Seller concurrently with the execution of this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Seller, the Trustee and the Administrator Depositor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of Seller and the Issuer, Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; immediately upon receipt of such report, the Servicer shall, at its own expense, furnish a copy of such report to the Trustee and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request, provided that such statement is delivered by the Servicer to the Trustee; (iii) cause each Subservicer Sub-Servicer, and Subcontractor, each Subcontractor determined by the Servicer pursuant to Section 12.06(b) to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the AdministratorSeller, acting on behalf of the Issuer, Trustee and the Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Section; and (iv) if requested by the Administrator, on behalf of Seller or the Issuer, Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, Depositor the Administrator certification (a "Sarbanes Certification") required by Rules 13a-14(d) and any other Person that will be responsible for signing 15d-14(d) under the Sarbanes Certification Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on 138 behalf of an Issuer asset-backed issuer with respect to the transactions contemplated by this securitization transaction the Annual Certification Agreement, a certification in the form attached hereto as Attachment D. Exhibit I-1. The Servicer acknowledges that the parties identified in clause A(iv) above Depositor may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of Neither the Issuer, Seller nor the Depositor will not request delivery of items in clauses A(i), a certification under clause (ii), (iii) and (iva)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Mortgage Loans. B. (b) Each assessment of compliance provided by a Subservicer Sub-Servicer pursuant to Section 12.05(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit J hereto delivered to the ServicerSeller concurrently with the execution of this Agreement or, in the Issuercase of a Sub-Servicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 12.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 12.06.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 1 of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s or any Subservicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor and signed by an authorized officer of the ServicerServicer or the applicable Subservicer, and shall address each of the relevant Servicing Criteria specified on a certification substantially set forth in Exhibit G, as may be amended from time to time by the form of Attachment E attached to this Agreementparties hereto; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause instruct each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Administrator, acting on behalf of the Issuer, Transferor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer the Issuing Entity or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit F or such other form as may be mutually agreed upon. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 13.04(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit G hereto delivered to the ServicerTransferor concurrently with the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant pursuant to Section 13.04(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer pursuant to Section 13.05. (c) Within thirty (30) days of receipt, the Transferor shall provide a copy of all reports prepared and the Issuer on the date of such appointmentdelivered pursuant to this Section 13.04 to each Note Rating Agency.

Report on Assessment of Compliance and Attestation. A. On or before March 31st the 60th day following the end of each calendar yearfiscal year for the Issuer, commencing in 2016beginning with the end of fiscal year 2024, the Servicer Indenture Trustee shall: (ia) if requested by the Administrator, on behalf of deliver to the Issuer, deliver to the Issuer Transferor and the Servicer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s its assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearfiscal year of the Issuer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and the Transferor and signed by an authorized a senior officer of the Servicer, Indenture Trustee and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested Exhibit B hereto or such criteria as mutually agreed upon by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Indenture Trustee, as applicable; (b) deliver to the Issuer, the Transferor and the Servicer a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Issuer that attests to, and reports on, the assessment of compliance made by the Servicer Indenture Trustee, as applicable, and delivered pursuant to the preceding paragraph. Such attestation report shall be in accordance with Rules 1-02(a)(3) 13a-18 and 2-02(g) 15d-18 of Regulation S-X under the Securities Exchange Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; provided, to deliver to however, that the Administratorassessment of compliance required by paragraph (a) of this subsection and the attestation report required by this paragraph may be replaced, acting on behalf with the consent of the Issuer, an by any similar assessment of compliance and accountants’ or attestation report using standards which are now or in the future in use by paying agents, or trustees, as and when provided applicable, in paragraphs (i) and (ii) respect of this Section; andcomparable assets or which otherwise comply with any rule, regulation, “no-action” letter or similar guidance promulgated by the Commission; (ivc) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and the Servicer, in furtherance of Item 1122(c) of Regulation AB, written information sufficient to allow the Transferor or the Servicer, in cases where the Indenture Trustee identifies any material instance of noncompliance with the Servicing Criteria in the report delivered pursuant to paragraph (a) of this subsection, to disclose in the related annual report on Form 10-K whether such material instance of noncompliance relates to the Receivables or the Notes and whether and to what extent the Indenture Trustee has instituted steps to remediate each such material instance of noncompliance; and (d) deliver to the Issuer, the Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an the Issuer or the Transferor with respect to this securitization transaction a Securitization Transaction a certification, signed by any Vice President or more senior officer of the Annual Certification Indenture Trustee, substantially in the form attached hereto as Attachment D. Exhibit C or such form as mutually agreed upon by the Issuer and the Indenture Trustee. The Servicer Indenture Trustee acknowledges that each of the parties identified in clause A(ivparagraph (d) above of this subsection may rely on any the certification provided by the Servicer or any Subservicer it pursuant to such clause paragraph in signing a its own Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before March 31st the 60th day following the end of each calendar yearfiscal year for the Issuer, commencing (x) in 2016the case of the Paying Agent beginning with the end of fiscal year 20[__] and (y) in the case of the Indenture Trustee, with respect to the Servicer end of any fiscal year during which it actually performed any activity in furtherance of its obligations under this Indenture or any Indenture Supplement that addresses the Servicing Criteria (which, in the absence of contrary authority (including, but not limited to, guidance from the Securities and Exchange Commission or its staff), would be expected to occur only in certain instances following an Event of Default), each of the Paying Agent and the Indenture Trustee, as applicable, shall: (ia) if requested by the Administrator, on behalf of deliver to the Issuer, deliver to the Issuer Transferor and the Servicer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s its assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearfiscal year of the Issuer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and the Transferor and signed by an authorized officer a Responsible Officer of the ServicerPaying Agent or the Indenture Trustee, as applicable, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested Exhibit B hereto or such criteria as mutually agreed upon by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Paying Agent or the Indenture Trustee, as applicable; (b) deliver to the Issuer, the Transferor and the Servicer a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Issuer that attests to, and reports on, the assessment of compliance made by the Servicer Paying Agent or the Indenture Trustee, as applicable, and delivered pursuant to the preceding paragraph. Such attestation report shall be in accordance with Rules 1-02(a)(3) 13a-18 and 2-02(g) 15d-18 of Regulation S-X under the Securities Exchange Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; provided, to deliver to however, that the Administratorassessment of compliance required by paragraph (a) of this subsection and the attestation report required by this paragraph may be replaced, acting on behalf with the consent of the Issuer, an by any similar assessment of compliance and accountants’ or attestation report using standards which are now or in the future in use by paying agents, or trustees, as and when provided applicable, in paragraphs (i) and (ii) respect of this Section; andcomparable assets or which otherwise comply with any rule, regulation, “no-action” letter or similar guidance promulgated by the Commission; (ivc) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and the Servicer, in furtherance of Item 1122(c) of Regulation AB, written information sufficient to allow the Transferor or the Servicer, in cases where the Paying Agent or the Indenture Trustee, as applicable, identifies any material instance of noncompliance with the Servicing Criteria in the report delivered pursuant to paragraph (a) of this subsection, to disclose in the related annual report on Form 10-K whether such material instance of noncompliance relates to the Receivables or the Notes and whether and to what extent the Paying Agent or the Indenture Trustee, as applicable, has instituted steps to remediate each such material instance of noncompliance; and (d) deliver to the Issuer, the Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an the Issuer or the Transferor with respect to this securitization transaction a Securitization Transaction a certification, signed by any Vice President or more senior officer of the Annual Certification Paying Agent or the Indenture Trustee, as applicable, substantially in the form attached hereto as Attachment D. The Servicer Exhibit C or such form as mutually agreed upon by the Issuer and the Paying Agent or the Indenture Trustee, as applicable. Each of the Paying Agent and the Indenture Trustee acknowledges that each of the parties identified in clause A(ivparagraph (d) above of this subsection may rely on any the certification provided by the Servicer or any Subservicer it pursuant to such clause paragraph in signing a its own Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E C attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver Servicing Agreement -24- to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i), (ii), (iii) and (ivthe Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity Issuing Entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st the 90th day following the end of each calendar yearfiscal year of the Issuer, commencing in 2016beginning with the end of fiscal year 2024, the Servicer shall: (i) if requested by the Administrator, on behalf of deliver to the Issuer, deliver to the Issuer Transferor, the Indenture Trustee and each Note Rating Agency a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria servicing criteria during the immediately preceding calendar yearfiscal year of the Issuer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and the Transferor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria servicing criteria specified on a certification substantially in Exhibit C or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementIssuer and the Servicer; (ii) if requested by the Administrator, on behalf of deliver to the Issuer, deliver to the Issuer Transferor, the Indenture Trustee and the Administrator each Note Rating Agency a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Issuer that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation report shall be in accordance with Rules 1-02(a)(3) 13a-18 and 2-02(g15d-18 of the Exchange Act and Item 1122 of Regulation AB; provided, however, that the assessment of compliance required by paragraph (i) of Regulation S-X under the Securities Act this Section 7.04 and the Exchange Actattestation report required by this paragraph may be replaced, with the consent of the Issuer, by any similar assessment of compliance or attestation report using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no-action” letter or similar guidance promulgated by the Commission; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, other Servicing Participant to deliver to the Administrator, acting on behalf of the Issuer, the Transferor, and the Servicer an assessment of compliance that addresses each of the applicable servicing criteria specified in a document substantially in the form of Exhibit C hereto and a related accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Sectionsubsection; provided, however, that if such other Servicing Participant is not an Affiliate of the Servicer, such assessment of compliance and accountants’ attestation shall be delivered on or before the 60th day following the end of each fiscal year of the Issuer, beginning with the end of fiscal year 2024; and (iv) if requested by the Administratordeliver, on behalf of the Issuerand cause each other Servicing Participant to deliver, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor, and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an the Issuer or the Transferor with respect to this securitization transaction a Securitization Transaction a certification, signed by any Vice President or more senior officer of the Annual Certification Servicer or other Servicing Participant, as applicable, substantially in the form attached hereto as Attachment D. Exhibit B or such form as mutually agreed upon by the Issuer and the Servicer; provided, however, that if any such other Servicing Participant is not an Affiliate of the Servicer, such certification shall be delivered on or before the 60th day following the end of each fiscal year of the Issuer, beginning with the end of fiscal year 2024. (b) The Servicer acknowledges that the parties identified in clause A(ivsubsection 7.04(a)(iv) above may rely on any certification the certifications provided by the Servicer or any Subservicer and each other Servicing Participant pursuant to such clause subsection in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before the earlier of (a) March 31st of 1 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 20162008, the Servicer Indenture Trustee shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the ServicerIndenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor or the Servicer, as applicable, and signed by an authorized officer of the ServicerIndenture Trustee, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit H or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferor and the Indenture Trustee; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;; and (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer the Trust or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification substantially in the form attached hereto as Attachment D. Exhibit G or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Servicer Indenture Trustee acknowledges that the parties identified in clause A(iv(iii) above may rely on any the certification provided by the Servicer or any Subservicer Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before (a) By March 31st 1 (with a ten-calendar day cure period) of each calendar year, commencing in 2016March 2007, the Servicer, Master Servicer shall: and the Trust Administrator, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria that contains (i) if requested a statement by the Administrator, on behalf such party of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of its responsibility for assessing compliance with the Relevant Servicing Criteria during the immediately preceding calendar yearCriteria, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the AdministratorForm 10-K required to be filed pursuant to Section 4.07, on behalf including, if there has been any material instance of noncompliance with the IssuerRelevant Servicing Criteria, deliver to the Issuer a discussion of each such failure and the Administrator nature and status thereof, and (iv) a report of statement that a registered public accounting firm reasonably acceptable has issued an Attestation Report on such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for such period. Fremont 2006-C Pooling & Servicing Agreement No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and the Trustee shall each forward to the Trust Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on Assessment of Compliance prepared by such Servicing Function Participant (provided, however, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When the Master Servicer and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Trust Administrator, acting on behalf of the Issuer, that attests to, and reports on, such parties will also at such time include the assessment of compliance made by the Servicer and delivered attestation pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(gSection 3.23(b) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and SubcontractorServicing Function Participant engaged by it. Promptly after receipt of each such report on Assessment of Compliance, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Trust Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges shall confirm that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing assessments, taken as a Sarbanes Certification and filing such with the Commission. The Administratorwhole, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each all of the Servicing Criteria specified and taken individually address the Relevant Servicing Criteria for each party as set forth on a certification Exhibit S and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. The Master Servicer shall include all annual reports on Assessment of Compliance received by it from the Servicers with its own Assessment of Compliance to be delivered submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on Assessment of Compliance pursuant to this Section 3.23(a), or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (b) By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Master Servicer and the Issuer Trust Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report (an “Attestation Report”) to the Trust Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the date basis of an examination conducted by such appointmentfirm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s Assessment of Compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such Fremont 2006-C Pooling & Servicing Agreement registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such Assessment of Compliance and Attestation Report, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.23(a) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.23(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Assessment of Compliance and Attestation. A. On So long as the Depositor is required to file Exchange Act Reports, on or before March 31st 15 of each calendar year, commencing in 2016, the Servicer shall[_____]: (ia) if requested by the Administrator, on behalf of the Issuer, The Indenture Trustee shall deliver to the Issuer a report (in form Depositor and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with Servicer the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABAssessment. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, Indenture Trustee and shall at a minimum address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached Part I of Schedule C hereto delivered to the Depositor concurrently with the execution of this Agreement;Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Depositor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving the Indenture Trustee and that are backed by the same asset type backing the Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely upon each such Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) if requested by the Administrator, on behalf of the Issuer, The Indenture Trustee shall deliver to the Issuer Depositor and the Administrator Servicer a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 13a-18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act;, including, that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iiic) cause each Subservicer and Subcontractor, determined by In the Servicer to be “participating in event the servicing function” within Indenture Trustee is terminated or resigns during the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) term of this Section; and (iv) if requested by Agreement, such Person shall provide the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is documents and information pursuant to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer this Section with respect to the period of time it was subject to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification Agreement or provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K services with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on or the date of such appointmentReceivables.

Report on Assessment of Compliance and Attestation. A. (a) On or before the earlier of (a) March 31st of 1 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferors a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferors and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit K or such criteria as mutually agreed upon by the form of Attachment E attached to this Agreement;Transferors and the Servicer; 117 (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferors a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferors that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Administrator, acting on behalf of the Issuer, Transferors an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferors and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer the Trust or the Transferors with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit J. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 14.07(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit K hereto delivered to the ServicerTransferors upon reasonable request of the Transferors after the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 14.07(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 14.08.

Report on Assessment of Compliance and Attestation. A. On With respect to any Mortgage Loans that are the subject of a Securitization Transaction on or before March 31st 1 of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Owner, any Master Servicer or any Depositor a report (in form and substance reasonably satisfactory to the IssuerOwner, such Master Servicer and such Depositor) regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Owner, such Master Servicer and such Depositor and signed by an authorized officer of the Servicer, Servicer and shall address each of the "Applicable Servicing Criteria" specified substantially on Exhibit H hereto (or those Servicing Criteria specified on a certification substantially otherwise mutually agreed to by the Owner and the Servicer in the form response to evolving interpretations of Attachment E attached to this AgreementRegulation AB); (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Owner, any Master Servicer or any Depositor a report of a registered public accounting firm reasonably acceptable to the AdministratorOwner, acting on behalf of the Issuer, such Master Servicer and such Depositor that attests to, and reports on, the assessment of the compliance made by the Servicer and delivered pursuant to the preceding .preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, determined by the Servicer pursuant to Section 4.25(b) to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the AdministratorOwner, acting on behalf of the Issuer, any Master Servicer and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i) and (ii) of this SectionSection 6.06; and (iv) if requested by the AdministratorOwner, on behalf of the IssuerMaster Servicer or Depositor, not later than February 1 of the calendar year deliver, and cause each Subservicer and each Subcontractor described in which such certification is clause (iii) to be delivered, deliver to the IssuerOwner, the Administrator any Master Servicer, any Depositor and any other Person that will be responsible for signing the certification (a "Sarbanes Certification Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an Issuer asset-backed issuer with respect ▇▇▇▇▇▇▇ to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit I. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit H hereto delivered to the Owner concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer pursuant to Section 4.25. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The AdministratorNeither the Owner, on behalf of the Issuer, any Master Servicer or any Depositor will not request delivery of items in clauses A(i), (ii), (iii) and a certification under clause (iv) above unless the a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Mortgage Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before (i) By March 31st 10 (with a 5 calendar day cure period) of each calendar year, commencing in 2016March 2007, the Servicer shall: (i) if requested by Master Servicer, the Trust Administrator, on behalf of any Additional Servicer, and the IssuerCustodian, deliver each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Issuer Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q or Exhibit R hereto, as applicable (in form and substance reasonably satisfactory each, an “Assessment of Compliance”) that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the IssuerRelevant Servicing Criteria, (C) regarding the Servicersuch party’s assessment of compliance with the Relevant Servicing Criteria during as of and for the immediately preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, as required under Rules 13a-18 including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and 15d-18 of the Exchange Act nature and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicerstatus thereof, and shall address each of the Servicing Criteria specified on (D) a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of statement that a registered public accounting firm reasonably acceptable to the Administrator, acting has issued an attestation report on behalf of the Issuer, that attests to, and reports on, the such party’s assessment of compliance made by with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and delivered the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant. When the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessment of Compliance (and Accountant’s Attestation pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(gSection 3.22(b)(i)) of Regulation S-X under the Securities Act and the Exchange Act;each Servicing Function Participant engaged by it. (iii) cause Promptly after receipt of each Subservicer Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator, the Custodian, any Additional Servicer and Subcontractorany Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, determined by and (B) the Trust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of the Servicer, to be “participating the extent set forth in the servicing function” within the meaning of Item 1122 of Regulation ABServicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement. The Master Servicer shall include such Assessment of Compliance with its own Assessment of Compliance to be submitted to the Trust Administrator pursuant to this Section. (i) By March 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, acting on behalf each Additional Servicer, and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Custodian, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the IssuerAmerican Institute of Certified Public Accountants to furnish a report to the Trust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and accountants’ not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, each Additional Servicer, the Custodian, the Trust Administrator or any Servicing Function Participant engaged by such parties, (A) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (B) the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as and when provided in paragraphs may be required pursuant to, the Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Trust Administrator pursuant to this Section. (i) The Master Servicer agrees to indemnify and hold harmless each of the Depositor and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (ii) any material misstatement or omission contained in any Assessment of this Section; andCompliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iv) if requested Each of the parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Administrator, on behalf of Seller and the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such Depositor with the Commissionprovisions of Regulation AB, as such may be amended or clarified from time to time. The AdministratorTherefore, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification parties agrees that the parties’ obligations hereunder will be supplemented and modified as necessary to be delivered consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and the parties shall comply, to the Servicer, the Issuer, extent practicable from a timing and the Administrator on or prior information systems perspective (and to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address extent the requesting party will pay any elements increased cost of the Servicing Criteria other than those specified Trustee by such request provided that such request results in extraordinary expenses), with requests made by the Servicer and Seller or the Issuer on Depositor for delivery of additional or different information as the date Seller or the Depositor may determine in good faith is necessary to comply with the provisions of such appointmentRegulation AB.

Report on Assessment of Compliance and Attestation. A. On or before March 31st 1st of each calendar year, commencing in 20162007, the Servicer shall: (i1) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii2) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii3) cause each Subservicer and Subcontractor, determined by the Servicer to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i1) and (ii2) of this Section; and (iv4) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. E. The Servicer acknowledges that the parties identified in clause A(ivA(4) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i)the reports, (ii)attestations or certifications, (iii) and (iv) as applicable, under clause A above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes for the Trust Student Loans. B. related calendar year. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before the earlier of (a) March 31st of 1 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 20162013, the Servicer Indenture Trustee shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the ServicerIndenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor or the Servicer, as applicable, and signed by an authorized officer of the ServicerIndenture Trustee, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit G or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferor and the Indenture Trustee; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;; and (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer the Trust or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification substantially in the form attached hereto as Attachment D. Exhibit F or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Servicer Indenture Trustee acknowledges that the parties identified in clause A(iv(iii) above may rely on any the certification provided by the Servicer or any Subservicer Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before (i) By March 31st 10 (with a 5 calendar day cure period) of each calendar year, commencing in 2016March 2007, the Servicer shall: (i) if requested by Master Servicer, the Trust Administrator, on behalf of any Additional Servicer, and the IssuerCustodian, deliver each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Issuer Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria substantially in the form of Exhibit O (in form and substance reasonably satisfactory an “Assessment of Compliance”) that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the IssuerRelevant Servicing Criteria, (C) regarding the Servicersuch party’s assessment of compliance with the Relevant Servicing Criteria during as of and for the immediately preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, as required under Rules 13a-18 including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and 15d-18 of the Exchange Act nature and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicerstatus thereof, and shall address each of the Servicing Criteria specified on (D) a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of statement that a registered public accounting firm reasonably acceptable to the Administrator, acting has issued an attestation report on behalf of the Issuer, that attests to, and reports on, the such party’s assessment of compliance made by with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and delivered the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant. When the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessment of Compliance (and Accountant’s Attestation pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(gSection 3.22(b)(i)) of Regulation S-X under the Securities Act and the Exchange Act;each Servicing Function Participant engaged by it. (iii) cause Promptly after receipt of each Subservicer Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator, the Custodian, any Additional Servicer and Subcontractorany Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, determined by and (B) the Trust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit W and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of the Servicer, to be “participating the extent set forth in the servicing function” within the meaning of Item 1122 of Regulation ABServicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement. The Master Servicer shall include such Assessment of Compliance with its own Assessment of Compliance to be submitted to the Trust Administrator pursuant to this Section. (i) By March 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, acting on behalf each Additional Servicer, and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, each Additional Servicer, the Custodian, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the IssuerAmerican Institute of Certified Public Accountants to furnish a report to the Trust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and accountants’ not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Custodian, the Trust Administrator or any Servicing Function Participant engaged by such parties, (A) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (B) the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as and when provided in paragraphs may be required pursuant to, the Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Trust Administrator pursuant to this Section. (i) The Master Servicer agrees to indemnify and hold harmless each of the Depositor and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (ii) any material misstatement or omission contained in any Assessment of this Section; andCompliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of such Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iv) if requested Each of the parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Administrator, on behalf of Seller and the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such Depositor with the Commissionprovisions of Regulation AB, as such may be amended or clarified from time to time. The AdministratorTherefore, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification parties agrees that the parties’ obligations hereunder will be supplemented and modified as necessary to be delivered consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and the parties shall comply, to the Servicer, the Issuer, extent practicable from a timing and the Administrator on or prior information systems perspective (and to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address extent the requesting party will pay any elements increased cost of the Servicing Criteria other than those specified Trustee by such request provided that such request results in extraordinary expenses), with requests made by the Servicer and Seller or the Issuer on Depositor for delivery of additional or different information as the date Seller or the Depositor may determine in good faith is necessary to comply with the provisions of such appointmentRegulation AB.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st September 1 of each calendar year, commencing in 2016the calendar year of the creation of a Nominated Fund, unless the Nominated Fund is created after June 30 in a calendar year in which case the following calendar year, the Servicer Mortgage Manager shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Trust Manager a report (in form and substance reasonably satisfactory to the IssuerTrust Manager) regarding the Servicer’s Mortgage Manager's assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearfinancial year ended June 30, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Trust Manager and signed by an authorized officer of the ServicerMortgage Manager, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this AgreementSchedule 6; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Trust Manager a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Trust Manager that attests to, and reports on, the assessment of compliance made by the Servicer Mortgage Manager and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer Subservicer, and Subcontractor, each Subcontractor determined by the Servicer Mortgage Manager pursuant to clause 2.06(b) to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, Trust Manager an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Sectionclause; and (iv) if requested by the Administrator, on behalf of the Issuer, Trust Manager not later than February August 1 of the calendar financial year in which such certification is to be delivered, deliver to the Issuer, the Administrator Trust Manager and any other Person entity that will be responsible for signing the Sarbanes Certification certification (a "▇▇▇▇▇▇▇▇-▇▇▇▇▇ CERTIFICATION") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer asset-backed issuer with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Schedule 5. The Servicer Mortgage Manager acknowledges that the parties identified in clause A(iv(a)(iv) above may rely on any the certification provided by the Servicer or any Subservicer Mortgage Manager pursuant to such clause in signing a Sarbanes ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Trust Manager will not request delivery of items in clauses A(i), a certification under clause (ii), (iii) and (iva)(iv) above unless the Depositor Trust Manager is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Mortgage Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to clause 2.05 (a) (i) shall address each of the Servicing Criteria specified on a certification to be delivered to substantially in the Servicer, the Issuer, and the Administrator on or prior to the date form of such appointmentSchedule 6. An assessment of compliance provided by a Subcontractor pursuant to clause 2.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentMortgage Manager pursuant to clause 2.06.

Report on Assessment of Compliance and Attestation. A. On or before (a) Not later than March 31st of 1st for each calendar yearyear (other than the calendar year during which the Closing Date occurs) the Servicer at its own expense, commencing shall furnish, and shall cause any Subservicer or Subcontractor engaged by it to furnish (unless in 2016the case of a Subcontractor, the Servicer shall: (ihas notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form Master Servicer, the Securities Administrator and substance reasonably satisfactory to the Issuer) regarding the Servicer’s Depositor an officer's assessment of its compliance with the Servicing Criteria applicable to each such party set forth in Exhibit Y (the "Relevant Servicing Criteria") during the immediately preceding calendar year, year as required under by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report AB (the "Assessment of Compliance"), which assessment (a form of which is attached hereto as Exhibit X) shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the most recent Form 10-K required to be filed in connection with the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Alternative Note Asset Trust, Series 2007-F1, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be addressed based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the Issuer and signed by an authorized officer of same asset type as the ServicerMortgage Loans, and shall address each of the Servicing Criteria specified on (D) a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of statement that a registered public accounting firm reasonably acceptable to the Administrator, acting has issued an attestation report on behalf of the Issuer, that attests to, and reports on, the such party's assessment of compliance made with the Relevant Servicing Criteria as of and for such period. (b) Not later than March 1st for each calendar year (other than the calendar year during which the Closing Date occurs) the Servicer at its own expense, shall cause, and shall cause any Subservicer or Subcontractor engaged by it to cause (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to the Servicer, the Master Servicer or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Servicer and delivered pursuant Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the preceding paragraphRelevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such attestation report must be available for general use and not contain restricted use language. Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) . In the event the Servicer or any Subservicer or Subcontractor engaged by the Servicer is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Assignment, the Servicing Agreement or any sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 7A.05(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation. On or before March 1 of each calendar year, commencing in 2008, the Servicer shall deliver, and cause each Subservicer and Subcontractor, determined by the Servicer Subcontractor to be “participating in the servicing function” within the meaning of Item 1122 of Regulation ABprovide, to deliver to the AdministratorPurchaser, acting on behalf of the Issuerany Depositor, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator any Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer asset-backed issuer with respect to this a securitization transaction a certification, signed by the Annual Certification appropriate officer of the Servicer, in the form attached hereto as Attachment D. Exhibit Z. The Servicer acknowledges that the parties identified in clause A(iv) above the paragraph immediately preceding this may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 13a­18 and 15d-18 15d­18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement;Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-1­ 02(a)(3) and 2-02(g2­02(g) of Regulation S-X S­X under the Securities Act and the Exchange Act;Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. F. The Servicer acknowledges that the parties identified in clause A(ivsub­clause A.(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i)the reports, (ii)attestations or certifications, (iii) and (iv) as applicable under clause A above with respect to any calendar year unless the Depositor Issuer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes 10­K for the Trust Student Loansrelated calendar year. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 1 of each calendar year, commencing in 20162013, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Purchaser, any Master Servicer, and any Depositor a report (in form and substance reasonably satisfactory to the IssuerPurchaser, such Master Servicer and such Depositor) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached 2 hereto delivered to the Purchaser concurrently with the execution of this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Purchaser, any Master Servicer, and the Administrator any Depositor a report of a registered public accounting firm reasonably acceptable to the AdministratorPurchaser, acting on behalf of the Issuer, such Master Servicer and such Depositor that attests to, and reports on, the assessment of compliance made by the Servicer Seller and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer Subservicer, and Subcontractor, each Subcontractor determined by the Servicer pursuant to Section 1.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the AdministratorPurchaser, acting on behalf of any Master Servicer and any Depositor if a Master Servicer has not been identified for the Issuerrelated Securitization Transaction, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section; and (iv) if requested deliver, and cause each Subservicer, and each Subcontractor determined by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is Servicer pursuant to Section 1.06(b) to be delivered“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the IssuerPurchaser, the Administrator any Depositor and any Master Servicer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer asset-backed issuer with respect to this securitization transaction a Securitization Transaction a certification, signed by the Annual Certification appropriate officer of the Servicer, in the form attached hereto as Attachment D. 1. The Servicer Seller acknowledges that the parties identified in clause A(iv(a)(iii) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Master Servicer will not request delivery of items in clauses A(i), a certification under clause (ii), (iii) and (iva)(iv) above unless the a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Mortgage Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 1.05(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Attachment 2 hereto delivered to the ServicerMaster Servicer concurrently with the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 1.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 1.06.

Report on Assessment of Compliance and Attestation. A. On or before March 31st 90 days after the end of each calendar yearfiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing in 2016with the fiscal year ended March 31, 2008, the Servicer Administrator shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s Administrator's assessment of compliance with the Servicing Criteria during the immediately preceding calendar reporting year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and the Owner Trustee and signed by an authorized officer of the ServicerAdministrator, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit C hereto delivered to the form Issuer and the Owner Trustee concurrently with the execution of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Issuer that attests to, and reports on, the assessment of compliance made by the Servicer Administrator and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iviii) if requested by the Administrator, on behalf of the Issuer, Issuer not later than February May 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, Issuer and the Administrator Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an Issuer asset-backed issuer with respect to this a securitization transaction the Annual Certification a certification in the form attached hereto as Attachment D. Exhibit B. The Servicer Administrator acknowledges that the parties identified in clause A(iv(a)(iii) above may rely on any the certification provided by the Servicer or any Subservicer Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i), a certification under clause (ii), (iii) and (iva)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of Receivables. If the Servicing Criteria specified on a certification to be delivered to Administrator is the same party as the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of party's compliance provided by a Subcontractor need not address any elements with Section 3.12 of the Sale and Servicing Criteria other than those specified by Agreement will satisfy the Servicer and the Issuer on the date of such appointmentAdministrator's obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. A. On or before the earlier of (a) March 31st of 1 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 20162019, the Servicer Indenture Trustee shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the ServicerIndenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor or the Servicer, as applicable, and signed by an authorized officer of the ServicerIndenture Trustee, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit G or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferor and the Indenture Trustee; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;; and (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer the Trust or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification substantially in the form attached hereto as Attachment D. Exhibit F or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Servicer Indenture Trustee acknowledges that the parties identified in clause A(iv(iii) above may rely on any the certification provided by the Servicer or any Subservicer Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before (a) By March 31st 1 (with a ten-calendar day cure period) of each calendar year, commencing in 2016March 2007, the Servicer, Master Servicer shall: and the Trust Administrator, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (i) if requested a statement by such party of its responsibility for assessing compliance with the AdministratorRelevant Servicing Criteria, on behalf of (ii) a statement that such party used the IssuerRelevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issueriii) regarding the Servicersuch party’s assessment of compliance with the Relevant Servicing Criteria during as of and for the immediately preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 4.07, as required under Rules 13a-18 including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and 15d-18 of the Exchange Act nature and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicerstatus thereof, and shall address each of the Servicing Criteria specified on (iv) a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of statement that a registered public accounting firm reasonably acceptable to the Administrator, acting has issued an attestation report on behalf of the Issuer, that attests to, and reports on, the such party’s assessment of compliance made by with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and delivered the Trustee shall each forward to the Trust Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant (provided, however, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When the Master Servicer and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Trust Administrator, such parties will also at such time include the assessment and attestation pursuant to Section 3.23(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the preceding paragraphDepositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Trust Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit S and on any similar exhibit set forth in each Servicing Agreement in respect of each Servcier and notify the Depositor of any exceptions. Such The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.23(a), or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (b) By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Servicer, the Master Servicer and the Trust Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation shall be report to the Trust Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined standards for attestation engagements issued or adopted by the Servicer PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be “participating expressed, such registered public accounting firm shall state in the servicing function” within the meaning such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an each such assessment of compliance and accountants’ attestation as and when provided in paragraphs (ireport, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.23(a) and (ii) is coupled with an attestation meeting the requirements of this Section; and (iv) if requested Section and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such clause in signing party shall cause a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(iregistered public accounting firm to provide an attestation pursuant to this Section 3.23(b), (ii)or such other applicable agreement, (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loansnotwithstanding any such termination, assignment or resignation. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162008, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. F. The Servicer acknowledges that the parties identified in sub-clause A(ivA.(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i)the reports, (ii)attestations or certifications, (iii) and (iv) as applicable under clause A above with respect to any calendar year unless the Depositor Issuer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes for the Trust Student Loansrelated calendar year. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in sub-clause A(ivA.(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i)the reports, (ii)attestations or certifications, (iii) and (iv) as applicable under clause A above with respect to any calendar year unless the Depositor Issuer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes for the Trust Student Loansrelated calendar year. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before March 31st 15 of each calendar year, commencing in 2016, the Servicer Custodian shall: (ia) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Depositor and the Indenture Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the ServicerCustodian’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria (as identified and marked in Exhibit Four attached hereto) during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed The Assessment of Compliance, as set forth in Regulation AB, must contain (i) a statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Issuer Custodian, (ii) a statement by such officer that the Custodian used the Servicing Criteria attached as Exhibit Four hereto, and signed which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Custodian, (iii) an assessment by an authorized such officer of the ServicerCustodian’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities the Custodian performs with respect to asset-based securities transactions taken as a whole involving the Custodian, that are backed by the same asset type as the HELOCs, (iv) a statement that a registered public accounting firm has issued an attestation report on the Custodian’s Assessment of Compliance for the period consisting of the preceding calendar year, and (v) a statement as to which of the Servicing Criteria, if any, are not applicable to the Custodian, which statement shall be based on the activities the Custodian performs with respect to asset-backed securities transactions taken as a whole involving the Custodian, that are backed by the same asset type as the HELOCs. Such report at a minimum shall address each of the Servicing Criteria specified identified and marked on a certification substantially in Exhibit Four attached hereto as being applicable to the form of Attachment E attached to this Agreement;Custodian; and (iib) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Depositor and the Administrator a report of Indenture Trustee an Attestation Report (an “Attestation Report”) by a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment Assessment of compliance Compliance made by the Servicer Custodian, as required by Rules 13a-18 and delivered pursuant to 15d-18 of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Exchange Act and the Exchange Act; (iiiItem 1122(b) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Administrator, acting on behalf of Public Company Accounting Oversight Board. (c) Notwithstanding the Issuerforegoing, an assessment Assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested Compliance is not required to be delivered by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above Custodian unless the Depositor it is required under the Exchange Act to file an annual report on as part of a Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student LoansFund. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification (d) All information required to be delivered to the Servicer, Depositor by the Issuer, and the Administrator on or prior Custodian pursuant to Section 4.3 shall also be delivered to the date Indenture Trustee for purposes of preparing any related filing, by forwarding such appointment. An assessment of compliance provided by a Subcontractor need not information to the email address any elements of noted on Exhibit I to the Sale and Servicing Criteria other than those specified by Agreement and using the Servicer and the Issuer on the date of form in such appointmentExhibit.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162010, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E C attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;; Servicing Agreement (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i), (ii), (iii) and (ivthe Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.. Servicing Agreement

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 1st of each calendar year, commencing in 20162008, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Master Servicer, the Depositor and the Securities Administrator a report (in form and substance reasonably satisfactory to the IssuerMaster Servicer and the Depositor) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each all of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this AgreementExhibit H; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Master Servicer, the Depositor and the Securities Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of Master Servicer and the Issuer, Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act; (iii) cause (x) each Subservicer Subservicer, and Subcontractor, (y) each Subcontractor determined by the Servicer pursuant to Section 7.04(c) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation ABAB and for which the Servicer does not elect to take responsibility for assessing compliance with the Servicing Criteria in accordance with Regulation AB Telephone Interpretation 17.06, to deliver to the AdministratorMaster Servicer, acting on behalf of the Issuer, Depositor and the Securities Administrator an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section; and (iv) if requested by the AdministratorMaster Servicer, on behalf of the Issuer, Depositor or the Securities Administrator not later than February 1 28th of the calendar year in which such certification is to be delivered, deliver to the IssuerMaster Servicer, the Depositor, the Securities Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“S▇▇▇▇▇▇▇-▇▇▇▇▇”)) on behalf of an Issuer the Trust Fund with respect to the transaction relating to this securitization transaction the Annual Certification Agreement a certification in the form attached hereto as Attachment D. Exhibit F. The Servicer acknowledges that the parties identified in clause A(iv(a)(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of Neither the Issuer, Master Servicer nor the Depositor will not request delivery of items in clauses A(i), a certification under clause (ii), (iii) and (iva)(iv) above unless the a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student LoansFund. B. Each (b) In the case of a Subservicer appointed subsequent to this Agreement, each assessment of compliance provided by a such Subservicer pursuant to Section 5.05(a)(i) shall address each all of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator in Exhibit H hereto on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 5.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 7.04.

Report on Assessment of Compliance and Attestation. A. On or before March 31st of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E C attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Issuer will not request delivery of items in clauses A(i), (ii), (iii) and (ivthe Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity Issuing Entity whose asset pool includes the Trust Student Loans.. Servicing Agreement B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.. Servicing Agreement

Report on Assessment of Compliance and Attestation. A. On (a) (I) For so long as the trust created by this Agreement is subject to the reporting requirements of the Exchange Act, the Applicable Servicer shall, on or before March 31st 15 of each calendar year, commencing in 2016, the Servicer shall2008: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Seller, the Master Servicer, the Securities Administrator and the Depositor a report (in form and substance reasonably satisfactory to the IssuerSeller and the Depositor) regarding the Applicable Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Seller and the Depositor and signed by an authorized officer of the Applicable Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached Exhibit J hereto delivered to the Seller concurrently with the execution of this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Seller, the Master Servicer, the Securities Administrator and the Administrator Depositor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of Seller and the Issuer, Depositor that attests to, and reports on, the assessment of compliance made by the Applicable Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; immediately upon receipt of such report, the Applicable Servicer shall, at its own expense, furnish a copy of such report to the Securities Administrator and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request, provided that such statement is delivered by the Applicable Servicer to the Securities Administrator; (iii) cause each Subservicer Sub-Servicer, and Subcontractor, each Subcontractor determined by the Applicable Servicer pursuant to Section 13.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the AdministratorSeller, acting on behalf of the IssuerMaster Servicer, the Securities Administrator and the Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section; and (iv) if requested by the Administrator, on behalf of Seller or the Issuer, Depositor (such request to be made not later than February 1 of the calendar year in which such certification is to be delivered), deliver to the IssuerSeller, the Administrator Depositor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer asset-backed issuer with respect to the transactions contemplated by this securitization transaction the Annual Certification Agreement, a certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.Exhibit I-1; and

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 1 of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit M or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferor and the Servicer; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Administrator, acting on behalf of the Issuer, Transferor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer the Trust, Capital One Multi-asset Execution Trust or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit L. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 14.07(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit M hereto delivered to the ServicerTransferor upon reasonable request of the Transferor after the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 14.07(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 14.08.

Report on Assessment of Compliance and Attestation. A. On or before the earlier of (a) March 31st of 1 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 20162014, the Servicer Indenture Trustee shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the ServicerIndenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor or the Servicer, as applicable, and signed by an authorized officer of the ServicerIndenture Trustee, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit G or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferor and the Indenture Trustee; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;; and (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer the Trust or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification substantially in the form attached hereto as Attachment D. Exhibit F or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Servicer Indenture Trustee acknowledges that the parties identified in clause A(iv(iii) above may rely on any the certification provided by the Servicer or any Subservicer Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before the earlier of (a) March 31st of 1 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 20162019, the Servicer Indenture Trustee shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the ServicerIndenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor or the Servicer, as applicable, and signed by an authorized officer of the ServicerIndenture Trustee, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit G or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferor and the Indenture Trustee; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;; and (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer the Trust or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification substantially in the form attached hereto as Attachment D. Exhibit F or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Servicer Indenture Trustee acknowledges that the parties identified in clause A(iv(iii) above may rely on any the certification provided by the Servicer or any Subservicer Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(iASSIGNMENT No. [ ] OF RECEIVABLES IN AGGREGATE ADDITION ACCOUNTS INCLUDED IN AMERICAN EXPRESS ISSUANCE TRUST II (this “Assignment”), dated as of [ ],1 by and between AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION VIII LLC (ii“RFC VIII”), as transferor (iii) the “Transferor”), and AMERICAN EXPRESS ISSUANCE TRUST II (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered “Trust”), as issuer, pursuant to the Servicer, the Issuer, and the Administrator on or prior Transfer Agreement referred to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentbelow.

Report on Assessment of Compliance and Attestation. A. On or before March 31st ______ of each calendar year, commencing in 2016____, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i1) and (ii2) of this Section; and (iv) if requested by the Administrator, acting on behalf of the Issuer, not later than February 1 ________ of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Sarbanes-Oxley Certification on behalf of an Issuer with respect Issue▇ ▇▇▇▇ ▇▇▇▇▇▇▇ to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. E. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Sarbanes-Oxley Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will Th▇ ▇▇▇▇▇▇ ▇▇▇▇ not request delivery of items in clauses A(i), (ii), (iii) and (ivthe Annual Certification under clause A(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity Issuing Entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 1 of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the IssuerPurchaser and such Depositor) regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Purchaser and such Depositor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached Exhibit B hereto delivered to the Purchaser concurrently with the execution of this AgreementAddendum; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Purchaser and the Administrator any Depositor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Purchaser and such Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer Subservicer, and Subcontractor, each Subcontractor determined by the Servicer pursuant to Section 2.06(b) to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the IssuerPurchaser, the Administrator any Depositor and any other Person that will be responsible for signing the certification (a "Sarbanes Certification Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer asset-backed issuer with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit A; provided that such certification delivered by the Servicer may not be filed as an exhibit to, or included in, any offering document or registration statement. The Servicer acknowledges that the parties identified in clause A(iv(a)(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 2.05(a)(iii) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit B hereto delivered to the ServicerPurchaser concurrently with the execution of this Addendum or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 2.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 2.06.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 1 of each calendar year, year commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Seller, the Trustee and the Depositor a report (in form and substance reasonably satisfactory to the IssuerSeller and the Depositor) regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Seller and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached Exhibit J hereto delivered to the Seller concurrently with the execution of this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Seller, the Trustee and the Administrator Depositor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of Seller and the Issuer, Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; immediately upon receipt of such report, the Servicer shall, at its own expense, furnish a copy of such report to the Trustee and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request, provided that such statement is delivered by the Servicer to the Trustee; (iii) cause each Subservicer Sub-Servicer, and Subcontractor, each Subcontractor determined by the Servicer pursuant to Section 12.06(b) to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the AdministratorSeller, acting on behalf of the Issuer, Trustee and the Depositor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Section; and (iv) if requested by the Administrator, on behalf of Seller or the Issuer, Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the IssuerSeller, the Administrator Depositor and any other Person that will be responsible for signing the certification (a "Sarbanes Certification Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an Issuer asset- backed issuer with respect to the transactions contemplated by this securitization transaction the Annual Certification Agreement, a certification in the form attached hereto as Attachment D. Exhibit I-1. The Servicer acknowledges that the parties identified in clause A(iv(a)(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of Neither the Issuer, Seller nor the Depositor will not request delivery of items in clauses A(i), a certification under clause (ii), (iii) and (iva)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Mortgage Loans. B. (b) Each assessment of compliance provided by a Subservicer Sub-Servicer pursuant to Section 12.05(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit J hereto delivered to the ServicerSeller concurrently with the execution of this Agreement or, in the Issuercase of a Sub-Servicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 12.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 12.06.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 20th of each calendar year, commencing in 201620__, the Servicer Administrator shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the ServicerAdministrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearyear (or applicable portion thereof), as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the ServicerAdministrator, and shall address each of the Servicing Criteria specified on a the certification substantially in the form of Attachment E B attached to this Agreement, incorporating any such changes as may be agreed to by the Depositor; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Issuer that attests to, and reports on, the assessment of compliance made by the Servicer Administrator and delivered pursuant to the preceding paragraph. Such , which attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer Sub-administrator and Subcontractor, Subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs clauses (i) and (ii) of this SectionSection 9.4; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 1st of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the a Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification Certification, a certification in the form attached hereto as Attachment D. A on behalf of the Issuer with respect to a securitization transaction. The Servicer Administrator acknowledges that the parties identified in this clause A(iv(a)(iii) above may rely on any the certification provided by the Servicer or any Subservicer Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above a certification under this clause unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 1st of each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Master Servicer, the Depositor and the Securities Administrator a report (in form and substance reasonably satisfactory to the IssuerMaster Servicer and the Depositor) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each all of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this AgreementExhibit H; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Master Servicer, the Depositor and the Securities Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of Master Servicer and the Issuer, Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act; (iii) cause each Subservicer Subservicer, and Subcontractor, each Subcontractor determined by the Servicer pursuant to Section 7.04(c) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the AdministratorMaster Servicer, acting on behalf of the Issuer, Depositor and the Securities Administrator an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section; and (iv) if requested by the AdministratorMaster Servicer, on behalf of the Issuer, Depositor or the Securities Administrator not later than February 1 28th of the calendar year in which such certification is to be delivered, deliver to the IssuerMaster Servicer, the Depositor, the Securities Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sar▇▇▇▇▇-▇▇▇▇▇ ▇▇t of 2002 (“Sar▇▇▇▇▇-▇▇▇▇▇”)) on behalf of an Issuer the Trust Fund with respect to the transaction relating to this securitization transaction the Annual Certification Agreement a certification in the form attached hereto as Attachment D. Exhibit F. The Servicer acknowledges that the parties identified in clause A(iv(a)(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of Neither the Issuer, Master Servicer nor the Depositor will not request delivery of items in clauses A(i), a certification under clause (ii), (iii) and (iva)(iv) above unless the a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student LoansFund. B. Each (b) In the case of a Subservicer appointed subsequent to this Agreement, each assessment of compliance provided by a such Subservicer pursuant to Section 5.05(a)(i) shall address each all of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator in Exhibit H hereto on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 5.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 7.04.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 1 of each calendar year, commencing in 20162010, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, a report (in form and substance reasonably satisfactory to the IssuerPurchaser and such Depositor) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached 2 hereto delivered to the Purchaser concurrently with the execution of this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Master Servicer a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, such Master Servicer that attests to, and reports on, the assessment of compliance made by the Servicer Seller and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer Subservicer, and Subcontractor, each Subcontractor determined by the Servicer pursuant to Section 1.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the AdministratorPurchaser and any Master Servicer, acting on behalf of or any Depositor if a Master Servicer has not been identified for the Issuerrelated Securitization Transaction, an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (ia) and (iib) of this Section; and (iv) if requested deliver, and cause each Subservicer, and each Subcontractor determined by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is Servicer pursuant to Section 1.06(b) to be delivered“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the IssuerPurchaser and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the Administrator related Securitization Transaction and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer asset-backed issuer with respect to this securitization transaction a Securitization Transaction a certification, signed by the Annual Certification appropriate officer of the Servicer, in the form attached hereto as Attachment D. 1. The Servicer Seller acknowledges that the parties identified in clause A(iv(a)(iii) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, Master Servicer will not request delivery of items in clauses A(i), a certification under clause (ii), (iii) and (iva)(iv) above unless the a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Mortgage Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 1.05(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Attachment 2 hereto delivered to the ServicerMaster Servicer concurrently with the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 1.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 1.06.

Report on Assessment of Compliance and Attestation. A. On or before (a) Not later than March 31st of 1st for each calendar yearyear (other than the calendar year during which the Closing Date occurs) the Servicer at its own expense, commencing shall furnish, and shall cause any Subservicer or Subcontractor engaged by it to furnish (unless in 2016the case of a Subcontractor, the Servicer shall: (ihas notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form Master Servicer, the Securities Administrator and substance reasonably satisfactory to the Issuer) regarding the Servicer’s Depositor an officer's assessment of its compliance with the Servicing Criteria applicable to each such party set forth in Exhibit Y (the "Relevant Servicing Criteria") during the immediately preceding calendar year, year as required under by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report AB (the "Assessment of Compliance"), which assessment (a form of which is attached hereto as Exhibit X) shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the most recent Form 10-K required to be filed in connection with the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Backed Securities Trust, Series 2007-3, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be addressed based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the Issuer and signed by an authorized officer of same asset type as the ServicerMortgage Loans, and shall address each of the Servicing Criteria specified on (D) a certification substantially in the form of Attachment E attached to this Agreement; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of statement that a registered public accounting firm reasonably acceptable to the Administrator, acting has issued an attestation report on behalf of the Issuer, that attests to, and reports on, the such party's assessment of compliance made with the Relevant Servicing Criteria as of and for such period. (b) Not later than March 1st for each calendar year (other than the calendar year during which the Closing Date occurs) the Servicer at its own expense, shall cause, and shall cause any Subservicer or Subcontractor engaged by it to cause (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to the Servicer, the Master Servicer or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Servicer and delivered pursuant Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the preceding paragraphRelevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such attestation report must be available for general use and not contain restricted use language. Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) . In the event the Servicer or any Subservicer or Subcontractor engaged by the Servicer is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Assignment, the Servicing Agreement or any sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 7A.05(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation. On or before March 1 of each calendar year, commencing in 2008, the Servicer shall deliver, and cause each Subservicer and Subcontractor, determined by the Servicer Subcontractor to be “participating in the servicing function” within the meaning of Item 1122 of Regulation ABprovide, to deliver to the AdministratorPurchaser, acting on behalf of the Issuerany Depositor, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator any Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer asset-backed issuer with respect to this a securitization transaction a certification, signed by the Annual Certification appropriate officer of the Servicer, in the form attached hereto as Attachment D. Exhibit Z. The Servicer acknowledges that the parties identified in clause A(iv) above the paragraph immediately preceding this may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator. (c) Notwithstanding the foregoing provisions of Section 7A.05, on behalf (i) in the event that during any calendar year (or applicable portion thereof) the Company services 5% or less of the Issuermortgage loans in a Securitization Transaction, will not request delivery of items in clauses A(i)as calculated by the Master Servicer for such Securitization Transaction, or (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file in any calendar year in which an annual report on Form 10-K is not required to be filed with respect to an issuing entity whose asset pool includes or Securitization Transaction, then, in each such event, the Trust Student Loans. B. Each Company may, in lieu of providing an assessment of compliance provided and attestation thereon in accordance with Item 1122 of Regulation AB, provide (and cause each Subservicer and Subcontractor described in the third paragraph of clause (b) above to provide) to the Depositor and the Master Servicer for such Securitization Transaction, by a Subservicer shall address each not later than March 1 of such calendar year, an Annual Independent Public Accountants' Servicing Report. If the Company provides an Annual Independent Public Accountants' Servicing Criteria specified on a Report pursuant to this subsection (c), then the certification required to be delivered by the Company (and its Subservicers and Subcontractors) pursuant to the Servicer, third paragraph of clause (b) above shall be in the Issuer, and the Administrator on or prior to the date form of such appointment. An assessment Exhibit Z-2 attached hereto instead of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.Exhibit Z.

Report on Assessment of Compliance and Attestation. A. (a) On or before the earlier of (a) March 31st of 1 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 20162007, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit J or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferor and the Servicer; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Administrator, acting on behalf of the Issuer, Transferor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer the Trust or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment D. Exhibit I. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 13.7(a)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit K hereto delivered to the ServicerTransferors upon reasonable request of the Transferor after the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 13.7(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 13.8.

Report on Assessment of Compliance and Attestation. A. On or before March 31st 20th of each calendar year commencing in the calendar year of the Effective Date, if prior to March 20th, or the following year, commencing in 2016if after March 20th, upon request from the Servicer shall: (i) if requested by Depositor or the Administrator, Sub-Administrator acting as agent of the Administrator on behalf of the Issuer, the Subservicer shall: (1) deliver to the Depositor, the Servicer and the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s Subservicer's assessment of compliance with the Applicable Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Depositor, the Servicer and the Issuer and signed by an authorized officer Authorized Officer of the ServicerSubservicer, and shall address each of the Applicable Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement; (ii2) if requested by deliver to the AdministratorDepositor, on behalf of the Servicer, the Issuer, deliver to the Issuer Sub-Administrator and the Administrator a report of a registered public accounting firm reasonably acceptable to the Sub-Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer Subservicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii3) cause each subservicer appointed by the Subservicer and each Subcontractor, determined by the Servicer Subservicer to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Depositor, the Servicer, the Sub-Administrator and the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i1) and (ii2) of this Section; and (iv4) if requested by the Depositor, the Servicer, the Sub-Administrator or the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Depositor, the Issuer, the Servicer, the Sub-Administrator, the Administrator and any other Person that will be responsible for signing the Sarbanes S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification on behalf of an Issuer with respect to this the related securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer Subservicer acknowledges that the parties identified in clause A(ivA(4) above may rely on any certification provided by the Servicer Subservicer or any other subservicer appointed by the Subservicer pursuant to such clause in signing a Sarbanes S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification and filing such with the Commission. The Neither the Depositor nor the Sub-Administrator, acting as agent of the Administrator on behalf of the Issuer, will not request delivery of items in clauses A(i)the reports, (ii)attestations or certifications, (iii) and (iv) as applicable, under clause A above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes for the Trust Student Loans. B. related calendar year. Each assessment of compliance provided by a Subservicer subservicer shall address each of the Applicable Servicing Criteria specified on a certification to be delivered to the Subservicer, the Servicer, the Depositor, the Issuer, the Sub-Administrator and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Applicable Servicing Criteria other than those specified by the Subservicer, the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before March 31st the 60th day following the end of each calendar yearfiscal year of the Trust and BA Credit Card Trust, commencing in 20162006, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 13a‑18 and 15d-18 15d‑18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit E or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferor and the Servicer; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(31‑02(a)(3) and 2-02(g2‑02(g) of Regulation S-X S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Administrator, acting on behalf of the Issuer, Transferor an assessment of compliance and accountants’ ' attestation as and when provided in paragraphs (i) and (ii) of this Sectionsubsection; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer the Trust, BA Credit Card Trust or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification in the form attached hereto as Attachment Exhibit D. The Servicer acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer pursuant to subsection 22(f)(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit E hereto delivered to the ServicerTransferor upon reasonable request of the Transferor after the execution of the Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to subsection 22(f)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to subsection 22(g).

Report on Assessment of Compliance and Attestation. A. On or before (a) Not later than the earlier of (a) March 31st 15 of each calendar year, commencing in 2016, year (other than the Servicer shall: calendar year during which the Closing Date occurs) or (ib) if requested by the Administrator, with respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(b) on behalf of the IssuerTrust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed pursuant to Section 4.06(b)(or if such day is not a Business Day, the immediately preceding Business Day), each Servicer, at its own expense, shall deliver to the Issuer a report (in form Depositor, the Trustee, the Securities Administrator and substance reasonably satisfactory to the Issuer) regarding the Servicereach Rating Agency an officer’s certification and assessment of its compliance with the Servicing Criteria during the immediately preceding calendar year, year as required under by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report AB (the “Assessment of Compliance”), which assessment shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement;Exhibit K-1 hereto. (iib) if requested by Not later than the Administrator, earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(b) on behalf of the IssuerTrust, deliver 15 calendar days before each date on which that annual report on Form 10-K is required to be filed pursuant to Section 4.06(b)(or if such day is not a Business Day, the immediately preceding Business Day), each Servicer, at its own expense, shall cause a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to any Servicer, the Seller or any affiliate thereof) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Issuer Depositor, the Securities Administrator and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the IssuerTrustee, that attests to, to and reports on, on the assessment of compliance made provided by the such Servicer and delivered pursuant to Section 3.21(a) (the preceding paragraph“Accountant’s Attestation”). Such attestation Accountant’s Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;. (iiic) cause Each Servicer shall deliver on behalf of any Sub-Servicer and each Subservicer and Subcontractor, determined by the Servicer to be “Subcontractor (participating in the servicing function” within ) not later than the meaning earlier of Item 1122 (a) March 15th of Regulation ABeach calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day) to the Depositor, the Securities Administrator and the Trustee an Assessment of Compliance, which assessment shall be substantially in the form of Exhibit K-1 hereto. (d) Not later than the earlier of (a) March 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), each Servicer shall cause each Sub-Servicer and each Subcontractor (participating in the servicing function) to deliver to the AdministratorDepositor, acting on behalf the Securities Administrator and the Trustee an Accountant’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (iCompliance pursuant to Section 3.21(c) and (ii) of this Section; andabove. (ive) if requested by the Administrator, on behalf of the Issuer, not Not later than February 1 of 15 calendar days before the calendar year in date on which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an Depositor’s annual report on Form 10-K with respect to the transactions contemplated by this Agreement is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Securities Administrator shall deliver to the Depositor and the Trustee an issuing entity whose asset pool includes Assessment of Compliance with regard to the Servicing Criteria applicable to the Securities Administrator during the preceding calendar year, which assessment shall be substantially in the form of Exhibit K-1 hereto. (f) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K with respect to the transactions contemplated by this Agreement is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Securities Administrator shall deliver to the Depositor and the Trustee an Accountant’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.21(e) above. (g) If required by the Commission pursuant to Regulation AB, not later than, with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause each Custodian to deliver to the Depositor, the Securities Administrator and the Trustee an Assessment of Compliance with regard to the Servicing Criteria applicable to such Custodian during the preceding calendar year, which assessment shall be substantially in the form of Exhibit K-2 hereto. (h) If required by the Commission pursuant to Regulation AB, not later than, with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause each Custodian to deliver to the Depositor, the Securities Administrator and the Trustee an Accountant’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.21(g) above. (i) Not later than the earlier of (a) March 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Trust Student LoansOversight Manager shall deliver to the Depositor, the Securities Administrator and the Trustee either (x) an Assessment of Compliance with regard to the Servicing Criteria applicable to the Trust Oversight Manager during the preceding calendar year, which assessment shall be substantially in the form of Exhibit K-1 hereto or (y) a statement indicating that, based on the activities of the Trust Oversight Manager during the preceding calendar year, Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB do not require the Depositor’s annual report on Form 10-K for such calendar year to contain an Assessment of Compliance with regard to the Servicing Criteria applicable to the Trust Oversight Manager; provided, however, that the Depositor may waive such requirement in its reasonable discretion. B. Each assessment (j) Not later than the earlier of compliance provided (a) March 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Trust Oversight Manager shall deliver to the Depositor, the Securities Administrator and the Trustee either (x) an Accountant’s Attestation by a Subservicer shall address registered public accounting firm that attests to, and reports on, the Assessment of Compliance, if required to be delivered pursuant to Section 3.21(i) above or (y) a statement indicating that, based on the activities of the Trust Oversight Manager during the preceding calendar year, Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB do not require the Depositor’s annual report on Form 10-K for such calendar year to contain an Assessment of Compliance with regard to the Servicing Criteria applicable to the Trust Oversight Manager; provided, however, that the Depositor may waive such requirement in its reasonable discretion. (k) Each Servicer agrees to indemnify and hold harmless each of the Servicing Criteria specified Depositor, the Securities Administrator, the Trust Oversight Manager and the Trustee and each Person, if any, who “controls” the Depositor, the Securities Administrator or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on a certification (i) the failure of such Servicer or any related Sub-Servicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required of it pursuant to Section 3.21, as applicable, or (ii) any material misstatement or omission contained in any Assessment of Compliance provided on its behalf pursuant to Section 3.21, as applicable. (l) The Securities Administrator agrees to indemnify and hold harmless the Depositor, the Trust Oversight Manager, the Trustee and each Person, if any, who “controls” the Depositor, the Trust Oversight Manager or the Trustee within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Securities Administrator to deliver when required any Assessment of Compliance required of it pursuant to Section 3.21 or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.21(e); provided, however, that the failure of the Securities Administrator to deliver when required an Accountant’s Attestation will be deemed to be an event of default and will subject the Securities Administrator to removal pursuant to Section 8.17. Notwithstanding the foregoing, in no event shall the Securities Administrator be liable for any consequential, indirect or punitive damages pursuant to this Section 3.21. (m) The Trust Oversight Manager agrees to indemnify and hold harmless each of the Depositor, the Securities Administrator and the Trustee and each Person, if any, who “controls” the Depositor, the Securities Administrator or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Oversight Manager to deliver or cause to be delivered when required any Assessment of Compliance, Accountant’s Attestation or other statement required of it pursuant to Section 3.21 or (ii) any material misstatement or omission contained in any Assessment of Compliance or other statement provided on its behalf pursuant to Section 3.21. (n) Copies of such Assessments of Compliance and Accountant’s Attestations shall be provided by the Securities Administrator, at the expense of the Trust, to any Certificateholder, upon request, provided such statement is delivered to the Securities Administrator. The initial Assessments of Compliance and Accountant’s Attestations required pursuant to this Section 3.21 shall be delivered to the ServicerTrustee, the Issuer, Securities Administrator and the Administrator on Depositor, as applicable, by each party no later than March 15, 2007. (o) Each of the parties hereto acknowledges and agrees that the purpose of this Section 3.21 is to facilitate compliance by the Seller and the Depositor with the provisions of Regulation AB, as such may be amended or prior clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and the parties shall comply (to the date of such appointment. An assessment of compliance provided by extent practicable from a Subcontractor need not address timing and information systems perspective and to the extent that the requesting party will pay for any elements increased costs of the Servicing Criteria other than those specified Trustee caused by such request) with requests made by the Servicer and Seller or the Issuer on Depositor for delivery of additional or different information as the date Seller or the Depositor may determine in good faith is necessary to comply with the provisions of such appointmentRegulation AB.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st the 90th day following the end of each calendar yearfiscal year of the Issuer, commencing in 2016beginning with the end of fiscal [____], the Servicer shall: (i) if requested by the Administrator, on behalf of deliver to the Issuer, deliver to the Issuer Transferor, the Indenture Trustee and each Note Rating Agency a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria servicing criteria during the immediately preceding calendar yearfiscal year of the Issuer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and the Transferor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria servicing criteria specified on a certification substantially in Exhibit C or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementIssuer and the Servicer; (ii) if requested by the Administrator, on behalf of deliver to the Issuer, deliver to the Issuer Transferor, the Indenture Trustee and the Administrator each Note Rating Agency a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Issuer that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation report shall be in accordance with Rules 1-02(a)(3) 13a-18 and 2-02(g15d-18 of the Exchange Act and Item 1122 of Regulation AB; provided, however, that the assessment of compliance required by paragraph (i) of Regulation S-X under the Securities Act this Section 7.04 and the Exchange Actattestation report required by this paragraph may Table of Contents be replaced, with the consent of the Issuer, by any similar assessment of compliance or attestation report using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no-action” letter or similar guidance promulgated by the Commission; (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, other Servicing Participant to deliver to the Administrator, acting on behalf of the Issuer, the Transferor, and the Servicer an assessment of compliance that addresses each of the applicable servicing criteria specified in a document substantially in the form of Exhibit C hereto and a related accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Sectionsubsection; provided, however, that if such other Servicing Participant is not an Affiliate of the Servicer, such assessment of compliance and accountants’ attestation shall be delivered on or before the 60th day following the end of each fiscal year of the Issuer, beginning with the end of fiscal year [____]; and (iv) if requested by the Administratordeliver, on behalf of the Issuerand cause each other Servicing Participant to deliver, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor, and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an the Issuer or the Transferor with respect to this securitization transaction a Securitization Transaction a certification, signed by any Vice President or more senior officer of the Annual Certification Servicer or other Servicing Participant, as applicable, substantially in the form attached hereto as Attachment D. Exhibit B or such form as mutually agreed upon by the Issuer and the Servicer; provided, however, that if any such other Servicing Participant is not an Affiliate of the Servicer, such certification shall be delivered on or before the 60th day following the end of each fiscal year of the Issuer, beginning with the end of fiscal year [____]. (b) The Servicer acknowledges that the parties identified in clause A(ivsubsection 7.04(a)(iv) above may rely on any certification the certifications provided by the Servicer or any Subservicer and each other Servicing Participant pursuant to such clause subsection in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On or before the earlier of (a) March 31st of 1 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 20162013, the Servicer Indenture Trustee shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Transferor a report (in form and substance reasonably satisfactory to the Issuer) regarding the ServicerIndenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Transferor or the Servicer, as applicable, and signed by an authorized officer of the ServicerIndenture Trustee, and shall address each of the Servicing Criteria specified on a certification substantially in Exhibit E or such criteria as mutually agreed upon by the form of Attachment E attached to this AgreementTransferor and the Indenture Trustee; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator Transferor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, Transferor that attests to, and reports on, the assessment of compliance made by the Servicer Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;; and (iii) cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator Transferor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer the Trust or the Transferor with respect to this securitization transaction the Annual Certification a Securitization Transaction a certification substantially in the form attached hereto as Attachment D. Exhibit D or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Servicer Indenture Trustee acknowledges that the parties identified in clause A(iv(iii) above may rely on any the certification provided by the Servicer or any Subservicer Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. A. On With respect to any Mortgage Loans that are the subject of a Securitization Transaction occurring on or after January 1, 2006, on or before March 31st 1 of each calendar year, commencing in 20162007, the Servicer Company shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Purchaser, any Master Servicer and any Depositor a report (in form and substance reasonably satisfactory to the IssuerPurchaser, such Master Servicer and such Depositor) regarding the ServicerCompany’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Purchaser, such Master Servicer and such Depositor and signed by an authorized officer of the Servicer, Company and shall address each of the “Applicable Servicing Criteria” specified on Exhibit G hereto (or those Servicing Criteria specified on otherwise mutually agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes Certification with respect to a certification substantially Securitization Transaction in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit G) delivered to the form Purchaser at the time of Attachment E attached to this Agreementany Securitization Transaction; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Purchaser, any Master Servicer and the Administrator any Depositor a report of a registered public accounting firm reasonably acceptable to the AdministratorPurchaser, acting on behalf of the Issuer, such Master Servicer and such Depositor that attests to, and reports on, the assessment of compliance made by the Servicer Company and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor, determined by the Servicer Company pursuant to Section 4.24(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the AdministratorPurchaser, acting on behalf of the Issuer, such Master Servicer and such Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this SectionSection 6.06; and (iv) if requested by the Administratordeliver, on behalf of the Issuerand cause each Subservicer and each Subcontractor described in clause (iii) to deliver, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the IssuerPurchaser, the Administrator any Master Servicer, any Depositor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) on behalf of an Issuer asset-backed issuer with respect to this securitization transaction a Securitization Transaction a certification, signed by the Annual Certification appropriate officer of the Company, in the form attached hereto as Attachment D. Exhibit H. The Servicer Company acknowledges that the parties identified in clause A(iv(iv) above may rely on any the certification provided by the Servicer or any Subservicer Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified on a certification to be substantially in the form of Exhibit G hereto delivered to the ServicerPurchaser concurrently with the execution of this Agreement or, in the Issuercase of a Subservicer subsequently appointed as such, and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentCompany pursuant to Section 4.24.

Report on Assessment of Compliance and Attestation. A. (a) On or before March 31st 1st of each calendar year, commencing in 20162008, the Servicer shall: (i) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the IssuerMaster Servicer and the Depositor) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each all of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this AgreementExhibit H; (ii) if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer Master Servicer and the Administrator Depositor a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of Master Servicer and the Issuer, Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act; (iii) cause each Subservicer Subservicer, and Subcontractor, each Subcontractor determined by the Servicer pursuant to Section 7.04(c) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation ABAB and for which the Servicer does not elect to take responsibility for assessing compliance with the Servicing Criteria in accordance with Regulation AB Telephone Interpretation 17.06, to deliver to the Administrator, acting on behalf of Master Servicer and the Issuer, Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (ia) and (iib) of this Section; and (iv) if requested by the Administrator, on behalf of the Issuer, not later than February 1 28th of the calendar year in which such certification is to be delivered, deliver to the IssuerMaster Servicer, the Administrator Depositor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“S▇▇▇▇▇▇▇-▇▇▇▇▇”)) on behalf of an Issuer the Trust Fund with respect to the transaction relating to this securitization transaction the Annual Certification Agreement a certification in the form attached hereto as Attachment D. Exhibit F. The Servicer acknowledges that the parties identified in clause A(iv(a)(iv) above may rely on any the certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of Neither the Issuer, Master Servicer nor the Depositor will not request delivery of items in clauses A(i), a certification under clause (ii), (iii) and (iva)(iv) above unless the a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student LoansFund. B. Each (b) In the case of a Subservicer appointed subsequent to this Agreement, each assessment of compliance provided by a Subservicer pursuant to Section 5.05(a)(i) shall address each all of the Servicing Criteria specified on a certification to be delivered to the Servicer, the Issuer, and the Administrator in Exhibit H hereto on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 5.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointmentpursuant to Section 7.04.