PRIVATE STUDENT LOAN SERVICING AGREEMENT BETWEEN [SERVICER] AND THE FIRST MARBLEHEAD CORPORATION

1.01

“Account” means the Student Loans collectively of an individual Borrower.

1.02

“Agreement” means this Private Student Loan Servicing Agreement, including each Schedule and Exhibit provided for herein and each amendment hereafter adopted.

1.03

“Borrower” means an individual who is the maker of a Credit Agreement and who obtains a Student Loan or a Committed Student Loan. “Borrower” includes both the primary obligor and any cosigner.

1.04

“Business Continuity Plan” has the meaning assigned to it in Section 11.03.

1.05

“Business Days” means a day of the year other than a Saturday or Sunday, or a day on which the Servicer or FMC is required or authorized by law to remain closed, and on which either does remain closed.

1.06

“Committed Student Loans” means any of and “Committed Student Loans” means all, the Private Student Loans which FMC is obligated to or has the right to purchase under third-party agreements with Program Lender and which, upon the occurrence of such purchase, will become Student Loans.

1.07

“Conversion Data Schedule” means the schedule of that name attached hereto and as amended by agreement of the Parties.

1.08

“Credit Agreement” shall mean the promissory note or credit agreement executed by a Borrower evidencing a Student Loan or a Committed Student Loan.

1.09

“Customer Service Schedule” means the schedule of that name attached hereto and as amended by agreement of the parties.

1.10

“Disaster Recovery Plan” has the meaning given to it in Section 11.01.

1.11

“Failed Standard” shall have the meaning given to it in Section 4.02.

1.12

“Fee Schedule” means the schedule of that name attached hereto and as amended by agreement of the parties.

1.13

“FMC” means The First Marblehead Corporation in its capacity as “FMC” and “Securitization Sponsor,” (as those roles are defined in the Program Guidelines), and as a party entitled to Servicing of Committed Student Loans and Student Loans.

1.14

“FMDS” has the meaning given to it in Section 4.14.

1.15

“FMER” means First Marblehead Education Resources, Inc., a wholly owned subsidiary of FMC.

1.16

“Force Majeure” has the meaning given to it in Section 10.01.

1.17

“Identity Theft Procedures” means the Procedures for Fraud Notification set forth in the Servicing Guidelines and as amended by agreement of the parties.

1.18

“Insurer” means The Education Resources Institute, Inc. (“▇▇▇▇”) or such other private insurance agencies as the parties may mutually agree upon from time to time.

1.19

“Late Fees” has the meaning given to it in Section 4.14.

1.20

“Material Adverse Change” means any condition or event that is reasonably likely to have a material adverse effect on (i) the business operations, property or condition (financial or otherwise) or prospects of the Servicer, or (ii) the validity or enforceability of this Agreement or any of the Schedules or Exhibits hereunder.

1.21

“Milestone” shall have the meaning given to it in Section 4.03(d).

1.22

“Non-Peak Application Periods” means the months other than June, July, August and September.

1.23

“Old Servicing Agreement” has the meaning set forth above.

1.24

“Operations Meeting” shall have the meaning given to it in Section 4.09 of this Agreement.

1.25

“Original Credit Agreement” means the signed first or first two pages of the Credit Agreement (beginning with the Borrower and Program Lender name and ending with a signature or signatures).

1.26

“Owner” means with respect to a Student Loan, Program Lender prior to a Securitization Transaction and then FMC or any Permitted Assignee that purchases such Student Loans or any interest therein from Program Lender or from another Permitted Assignee in a Securitization Transaction.

1.27

“Peak Application Periods” means the months of June, July, August and September.

1.28

“Permitted Assignee” means a Special Purpose Entity (as defined below), or any financial institution, bond insurer, guaranty agency, indenture trustee, lender’s collateral agent or other substantially similar party to whom rights under this agreement are assigned as security in a financing transaction to which the Special Purpose Entity is a party.

1.29

“Person” means a natural person, limited or unlimited liability corporation, limited liability company, limited liability partnership, partnership, association, trust or any other legal entity having the capacity to contract.

1.30

“Program Guidelines” means the Underwriting, Origination and Loan Term Guidelines for one or more Private Student Loan programs to be specified by the parties from time to time in a writing signed by both parties. At the time of this Agreement, Program Guidelines includes the Underwriting, Origination and Loan Term Guidelines for those Private Student Loan programs set forth on Schedule A attached hereto.

1.31

“Program Lender” means one or more lenders to be specified by the parties in writing, signed by both parties from time to time. At the time of execution of this Agreement Program Lenders include the following: o..

1.32

“Program Manual” has the meaning assigned to it in Section 4.09.

1.33

“Program Year” means the period from May 1 to April 30.

1.34

“Private Student Loan” or “PSL” means an education loan to finance the costs of higher education (or private K-12 education) that is not (a) guaranteed by the United States Department of Education nor by any agency of any state or (b) a Guaranteed Access to

1.35

“Remedial Action Plan” has the meaning given to it in Section 4.03(d).

1.36

“Required Reports Schedule” means the schedule of that name attached hereto and as amended by the agreement of the parties.

1.37

“Secure Communication Protocol Schedule” means the schedule of that name attached hereto and as amended by the agreement of the parties.

1.38

“Securitization Transaction” means the purchase of a pool of Student Loans by an SPE.

1.39

“Service”, “Services”, “Serviced”, “Servicing” shall mean to perform, in full compliance with applicable federal and state laws and regulations, the terms and conditions of the Credit Agreements, the Servicing Guidelines, the Program Manual, and the terms and conditions of this Agreement, including without limitation the Service Level Agreements: duties, obligations, and procedures that are required of Servicer hereunder in connection with Student Loans and Committed Student Loans.

1.40

“Service Level Agreements” means the Product Setup and Conversion Service Level Agreement, Servicing Service Level Agreement, and System Requirements Service Level Agreement, attached hereto as Exhibits C(l)-(3) and as amended by agreement of the parties.

1.41

“Servicer Consent Letter” means a letter substantially in the form of Exhibit A, to be executed by Servicer, FMC, and an SPE in connection with each Securitization Transaction.

1.42

“Servicing Guidelines” means the Servicing Guidelines for one or more Private Student Loan programs that have been issued by Insurer and approved by FMC and Servicer attached hereto as Exhibit B and as may amended by agreement of the parties pursuant to the terms thereof.

1.43

“Special Purpose Entity” or “SPE” means a trust, corporation or limited liability company organized by FMC and engaged solely in the business of purchasing Private Student Loans and engaging in financing and/or securities transactions to obtain funds to purchase such Private Student Loans.

1.44

“Student Loan” means any of, and “Student Loans” means all, the Private Student Loans executed by a Borrower, funded by Program Lender, purchased by FMC or an SPE and which are Serviced by the Servicer pursuant to this Agreement.

1.45

“System Access Schedule” means the schedule of that name attached hereto and as amended by agreement of the parties.

1.46

“Trustee” means the Permitted Assignee having a lien or security interest in a pool of Student Loans, which lien or security interest is held for the benefit of investors or lenders providing funds in such Securitization Transactions.

2.01

Services. The Servicer agrees, in consideration of certain fees, to perform the Services set forth in this Agreement, including each Schedule and Exhibit hereto, and any additional Services which FMC requests and the Servicer agrees to provide with respect to the Servicing of Student Loans in accordance with the Servicing Guidelines, for which account information and/or documentation shall be delivered to the Servicer.

2.02

Role of FMC. Servicer acknowledges that FMC has, under third-party agreements, the obligation or the right to purchase the Committed Student Loans and FMC, as the parent company of the Insurer’s agent, FMER, has an obligation to the Insurer to ensure the adequate conversion of the Committed Student Loans from FMER’s origination system to Servicer’s Servicing system. In light of the foregoing, Servicer further acknowledges that FMC has a present interest in Committed Student Loans and Servicer agrees to provide product setup and conversion Services for such loans pursuant to this Agreement. Such rights of FMC pursuant hereto shall be in addition to, and not in derogation of, the rights of Program Lender as Owner of such Committed Student Loans. FMC shall not have liability under this Agreement for any Student Loan unless and until FMC becomes an Owner of such Student Loan.

4.01

Servicing Duties. Servicer shall provide and perform the Services in full compliance with: the terms of this Agreement, including without limitation the Service Level Agreements (as amended by the parties from time to time in accordance with the terms thereof; the Servicing Guidelines; the Program Manual; the terms and conditions of the Credit Agreements; and all federal and state laws and regulations applicable to Servicer or Program Lender or any Owner).

4.02

Failed Service Levels: Notice and Cure. Upon discovery by Servicer, whether by notification from FMC or otherwise, that Servicer has failed to meet any Servicing standard set forth in this Agreement, including in any Service Level Agreement (a “Failed Standard”), Servicer shall have thirty (30) days to notify FMC of such Failed Standard and shall have sixty (60) days from the date of the Failed Standard to cure such Failed Standard and notify FMC of such correction. In the event that the Servicer shall have failed to cure the Failed Standard within sixty (60) days, or if the Servicer shall fail to perform the same Servicing standard sixty (60) days thence (the second consecutive Failed Standard), then the Owner shall be entitled to a reduction (or rebate if already paid) of twenty-five (25%) of the Servicing Fees due the Servicer pursuant to the Fee Schedule with respect to the months in which the Failed Standard shall have occurred. In the event that the Servicer shall fail to perform the same Servicing standard in the subsequent sixty (60) day period (the third consecutive Failed Standard, occurring 180 days after the first Failed Standard), or the Servicer shall have any four (4) Failed Standards in any twelve (12) month period then FMC, at its sole option, may terminate this Agreement, provided however that such termination shall become effective on a date not later than ninety (90) days after written notice from FMC of termination hereunder. FMC will not be required to pay any Early Termination or Record Return/Deconversion fee if this Agreement is terminated pursuant to this Section 4.02.

4.03

Product Setup and Conversion. Servicer agrees, in accordance with the existing practices and procedures of the parties, to perform product set-up and conversion Services with respect to the Committed Student Loans as set forth in the Product Setup and Conversion Service Level Agreement which shall include, without limitation, the following:

(a)

Credit Agreement Forms. Servicer shall promptly review promissory note or credit agreement forms that are proposed by FMC and/or Program Lender and, after mutual resolution of any comments thereon that affect the Servicing of such forms, accept such forms for purposes of product set-up and conversion.

(b)

Servicing System Adaptation. Servicer shall promptly review education loan product terms and pricing matrices proposed by FMC and/or Program Lender and shall establish appropriate Servicing matrices and programs to support such product terms and pricing as of a mutually agreed product launch date. The

(c)

Conversion. Servicer agrees to (a) accurately convert all Committed Student Loan origination data necessary for servicing hereunder onto its Servicing System, including without limitation the accurate capture of data fields set forth on the Conversion Schedule, and (b) process exceptions in accordance with [REFER TO FINAL EXCEPTIONS SECTION IN SLAs].

(d)

Periodic Audit. Servicer agrees that, no less than twenty (20) days after receipt of written notice, shall cooperate with audits by FMC of the product set-up and conversion Services and communication and other protocols necessary for the efficient and accurate performance thereof. If any audit reveals any failure to adequately perform any such matter, Servicer shall within thirty (30) days of its receipt of the results of such audit, publish a remedial action plan that includes a schedule of tasks and objectives to be completed (each such task or objective, a “Milestone”) and provides for reports to FMC with respect to each Milestone (“Remedial Action Plan”) and provide the same to FMC. Upon completion of the Remedial Action Plan, FMC may, at a time mutually agreeable to the parties, perform an additional audit to validate successful completion of the Remedial Action Plan. In any event, if such performance inadequacy is not corrected within ninety (90) days from the date the Servicer receives the audit, Owner may deconvert all Student Loans without payment of any Record Return/Deconversion or Early Termination Fee.

4.04

Custody Procedure. The Servicer shall hold all Original Credit Agreements and related documents Serviced hereunder on behalf of the Owner and shall retain each such Credit Agreement and related documents until five (5) years after the earlier of (a) the date upon which the Student Loan evidenced by such Credit Agreement and related documents is paid in full or (b) the date upon which the Student Loan is deconverted from Servicer’s Servicing System. The Servicer shall maintain all Original Credit Agreements that have an original, wet signature in a fire resistant vault equipped with a fire suppression system which is connected to an alarm and a security locking system. Servicer shall create microfilm or electronic records of all Original Credit Agreements and related documents at no additional cost to FMC and shall maintain such microfilm or electronic records on-site at the Servicer’s Servicing center at [ ] and at an off-site facility in a fire resistant vault equipped with (a) a fire suppression system which is connected to an alarm and (b) with a security locking system at least 100 miles away from the on site facility used to house the Original Credit Agreements and related documents. The Servicer shall

4.05

Lost or Damaged Records. In the event that records or other data submitted to the Servicer for Servicing should be lost or damaged while in the possession, control or custody of the Servicer or its agents, such lost or damaged records or data shall be reproduced by the Servicer at the Servicer’s own cost and expense from microfilm or image duplicates in the Servicer’s possession or under the Servicer’s control and the Servicer shall pay the Owner’s expenses associated with such lost or damaged records or data, including but not limited to reasonable attorney’s fees. In the event that a Student Loan becomes uncollectible, unenforceable or loses the guarantee of the Insurer or other entity which pays default claims on Student Loans, due to loss or destruction of records or data in the possession, control or custody of the Servicer or its agents then the Servicer shall, on demand, pay to the Owner the principal balance (including capitalized interest) plus any unpaid interest due on any such Student Loan and the Owner shall thereupon assign all of its right, title and interest in any such loan to the Servicer.

4.06

System Changes. The Servicer has the right to change any part or all of its equipment, its Servicing system, computer programs, and its procedures relating to the manner of or the methodology used in servicing the Student Loans, subject to the following:

(a)

In no event shall such change abrogate or in any way modify the obligations of the Servicer to Service the Student Loans or the Committed Student Loans in full compliance with all applicable federal and state laws and regulations, the terms and conditions of the Credit Agreements, the Servicing Guidelines, the Program Manual or the terms of his Agreement, including without limitation the Service Level Agreements, or the quality of the Service.

(b)

As part of the quarterly meeting discussed in Section 4.09 below, the technical and operational staffs of Servicer and FMC shall discuss system upcoming system changes for each party and to follow up on any emergency changes implemented during the prior quarter under subsection (d) below. The parties agree that they shall provide reasonable information about the nature and effect of changes that the parties reasonably believe may affect the operations or processes of the other and shall determine the extent to which the other party needs to be involved in the testing of changes to its own system. At each meeting, the parties shall also discuss proposed implementation dates for system changes and shall make best efforts to avoid implementation dates that will have a material adverse impact on the operations of the other party.

(c)

Servicer shall test, prior to implementation, each system change that will affect the Servicing of Student Loans to determine that such change will not result in

(d)

If the need to make any emergency changes arises, Servicer shall notify FMC of such need as soon as is reasonably possible but in all cases prior to the implementation of any change. Servicer shall track all emergency changes.

4.07

System Access. Servicer shall provide FMC, FMDS on behalf of each Owner, ▇▇▇▇, and FMER as agent for ▇▇▇▇ with web-based access to Student Loan and Committed Student Loans files, or portions thereof, in accordance with the terms of the System Access Schedule, which shall set forth, without limitation, the type of access and/or online services that must be available to each type of user and the minimum user access security requirements that must be implemented on Servicer’s Servicing system. Servicer shall at all times maintain the security of user access to its Servicing system in conformity with the security provisions of the System Access Schedule, which shall include, without limitation, Servicer’s review of the individual user access rights of Servicer employees and other users no less frequently than every ninety (90) days.

4.08

System Parameters. The Servicer is responsible for designing, implementing and maintaining its Servicing system in accordance with the requirements of this Agreement, including without limitation the System Requirements Service Level Agreement.

4.09

Operations Meetings; Procedures Manual. The Servicer and FMC agree that they shall mutually schedule and conduct a joint meeting of their operational staffs no less frequently than once per calendar quarter for the discussion, tracking, and resolution of any operational issues relevant to the Servicing of Student Loans under this Agreement (each such meeting, an “Operations Meeting”).

(a)

Description of all loan product terms relevant to servicing for all Student Loans, including a history of Program Year changes which shall commence upon execution of this Agreement;

(b)

Borrower communications letter bank;

(c)

Due diligence procedures:

(d)

Procedures for delinquency and default, including but not limited to bankruptcy and death;

(e)

Forbearance procedures and forms;

(f)

Cancellation policies and procedures;

(g)

Disbursement procedures;

(h)

Deferment processing and enrollment confirmation requirements;

(i)

Skip tracing procedures;

(j)

Consumer Reporting Agency reporting;

(k)

Service levels, including without limitation;

(i)

Customer Service for phone, web and paper communications, including issue resolution and quality control;

(ii)

Payment processing;

(iii)

Origination Processing (as applicable);

(iv)

Conversion Processing (as applicable); and

(v)

System Availability and Parameters;

(l)

Default Prevention (as applicable);

(m)

Fraud detection; Identity theft and fraud claim processing (FACT Act);

(n)

Servicer “cure” procedures; and,

(o)

Escalation procedures for Disaster Recovery and Business Continuity Plans.

4.10

Training. Servicer will assume responsibility, at its expense, for training of its staff to meet the requirements of this Agreement, including all Schedules and Exhibits hereto.

4.11

Customer Service. Servicer shall implement, maintain and monitor all Services which interface with Borrowers in accordance with the Customer Service Schedule, which shall include without limitation

(a)

Minimum customer service hours of operation;

(b)

Call monitoring and quality control; and,

(c)

Borrower customer satisfaction surveys.

4.12

Borrower Correspondence. FMC shall have the right to request changes to, and approve the form and substance of, all correspondence sent to Borrowers that is customizable by the Servicer at the Owner level (as opposed to a guarantor level), including but not limited to pre-repayment letters and collection correspondence that Servicer is required to send to Borrowers pursuant to the Servicing Guidelines or any federal or state regulation. Servicer’s inability to customize at the Owner level shall not excuse its obligation to comply with all applicable laws. Borrower correspondence approved pursuant to this Section 4.12 shall become part of the Program Manual. Requested changes to letters shall be completed within a timely manner in accordance with a schedule adopted at an Operations Meeting.

4.13

Collections. All sums received by the Servicer with respect to any Student Loans, whether attributable to principal or interest shall be received in trust for the benefit of the Owner. All funds received on behalf of Borrowers shall be deposited in a Servicer-owned and maintained clearing account, that is a separate account in which funds are not commingled with Servicer’s non-collection account funds. Within two (2) Business Days, all available funds from Student Loans shall be electronically transmitted to an account designated by FMC.

4.14

Late Fees. FMC and Servicer agree that a Borrower in repayment status (which refers to a Borrower’s Student Loan Serviced under the terms of this Agreement for which, under the terms of the Borrower’s Credit Agreement(s), the repayment period has commenced, and includes Accounts in post-grace period deferment or forbearance) may be assessed late fees when payments are overdue, to the extent allowed by applicable law and the terms of the Credit Agreement(s), subject to FMC’s approval of late fee systems, and in accordance with the terms of this Section (herein referred to as “Late Fees”). FMC or FMC’s affiliate First Marblehead Data Services, Inc (“FMDS”), in its capacity as SPE administrator, shall notify Servicer, in writing, of the Late Fees criteria which such party desires the Servicer to apply to each Student Loan type. Such criteria shall include, but not be limited to, Late Fee amounts, time period and applicable state law in which Late Fees will be assessed to Student Loan Accounts. FMC or FMDS, as applicable, may establish different Late Fee criteria for Student Loans having different owner codes. FMC or FMDS, as applicable, directions as to Late Fee criteria shall apply to all loans, including those owned by an SPE. Late Fee criteria for some product types may include “no late fee.” The Servicer reserves the right to submit questions pertaining to the requirements regarding the assessment of Late Fees to a particular Student Loan portfolio and FMC or FMDS, as applicable, shall respond to Servicer’s questions within thirty (30)

4.15

Privacy Policies. Servicer shall mail Owner’s privacy policy statement (a) to the Borrower(s) on each Student Loan, within 45 days after the Owner purchases such loan, and (b) annually thereafter to all Borrowers. The Servicer will amend this process as necessary to comply with any changes to this law.

4.16

Reports and Forms. During the term of this Agreement, the Servicer shall promptly and routinely furnish to FMC, sorted by SPE Owner, and to each Owner copies of all material reports, records, and other documents and data as required by the Servicing Guidelines or as otherwise required by this Agreement, including the reports set forth on the Required Reports Schedule. All monthly reports shall be delivered electronically, in accordance with the data, security requirements of the Secure Communication Protocol Schedule, to FMC and all Owners within three (3) calendar days after the end of each calendar month, unless otherwise expressly provided for herein. In the event that any reports are not delivered to FMC as provided for herein, all fees due and owing the Servicer under this Agreement may be withheld until such reports are received by FMC. The Servicer shall not have failed this standard if reports are delayed for any reason beyond its control. The Servicer shall furnish m good condition all forms and supplies necessary or appropriate to perform the Services, such as letters, invoices, and forbearance applications, as specified in the Schedule(s) and any written and signed amendments thereto.

4.17

Governmental Reporting. The preparation and submission of any and all governmental reports or requests for data shall be the responsibility of FMC. The Servicer shall, however, supply supporting data and reports as required by this Agreement, including all Schedules and Exhibits hereto, without additional charge Subject to Servicer’s reasonable charges, Servicer shall also provide such other information (not otherwise required hereunder) as may be reasonably required under applicable law or this Agreement to enable FMC to fulfill Insurer or governmental reporting requirements, and otherwise for FMC’s business. Servicer shall provide reports on form 1098E and 1099 to borrowers and the U.S. Internal Revenue Service.

4.18

Reports to Consumer Reporting Agencies. The Servicer shall provide any and all reports on Accounts serviced hereunder required by the applicable law, this Agreement, including without limitation the Servicing Guidelines, to the appropriate Consumer Reporting Agencies or credit information service and shall correct any errors caused by the incorrect reporting of information, in a timely manner not to exceed thirty (30) days. Servicer shall report to all national Consumer Reporting Agencies, winch are currently Experian, Equifax, and Transunion. After any sale of Committed Student Loans to an SPE, Servicer shall promptly, but not later than the end of the reporting period for that month, correct its reporting to show the correct name of the new Owner in the report, together with the name of the originating Program Lender. If FMC directs Servicer to make a report or correction of credit information to a Consumer Reporting Agency that is outside the Servicer’s customary practices, including but not limited to as part of a legal settlement with a Borrower, then the Servicer may condition making such report or

4.19

Data Error Correction; Account Adjustment. In the event that any data file transmitted to FMC or any Owner or any Account contains a material error, Servicer shall, within one (1) calendar day of discovery of such error, notify FMC or the affected Owners of such error and retransmit a corrected file within three (3) calendar days. For purposes of this Section 4.19, a material error includes, without limitation:

(a)

Failure to follow data format requirements or file naming conventions established by the parties;

(b)

Data corruption;

(c)

More than one percent (1%) of the entries in the file are substantively incorrect (e.g., misposting);

(d)

Failure of the file properly to link data to other files delivered by Servicer; or

(e)

Any systemic error in the file (e.g., failure to update LIBOR Index).

4.20

Identity Theft Procedures. The parties hereby adopt the Identity Theft Procedures, as set forth in the Servicing Guidelines attached hereto and as amended from time to time by agreement of the parties or as required by applicable law FMC and the Servicer may suggest changes to the Identity Theft Procedures from tune to tune or as required by applicable law.

5.01

Government Approvals. The Servicer shall maintain all licenses, permits, approvals and qualifications necessary to carry out its obligations under this Agreement.

5.02

Insurance. Servicer and subcontractors engaged by Servicer to provide Services under this Agreement shall also be required to maintain the insurance described herein at limits acceptable to Servicer and FMC:

(a)

Commercial General Liability insurance on an occurrence basis, on Insurance Services Office (“I.S.O.”) form CG 00 01 or its equivalent, at a limit not less than $1,000,000 per occurrence/$2,000,000 aggregate. This insurance shall be endorsed to include as Additional Insured “FMC and its subsidiary and affiliated companies, as their interests may appear.” The required hunts may be arranged through a combination of primary and excess policies, as needed. A copy of the

(b)

Automobile Liability insurance for any vehicles operated by the Servicer or its employees m connection with work or Services performed under this Agreement, including owned, non-owned, borrowed, and hired autos, at limits not less than $1,000,000 per accident.

(c)

For contracts where Servicer’s personnel will have access to or control over physical or electronic property of FMC or Owner and/or their customers and/or clients, Employee Dishonesty coverage (also known as a Fidelity Bond), covering all employees and agents of the Servicer, at a limit not less than $10,000,000 for each occurrence. . This policy shall be endorsed to include as Loss Payees “Owner and its subsidiary and affiliated companies, as their interests may appear,” and shall extend to the misappropriation of physical or electronic property of others in the possession or control of Service Personnel. Servicer shall provide FMC with a copy of this policy prior to commencing work upon FMC’s request, and thereafter annually upon FMC’s reasonable request. A copy of the Loss Payee endorsement or provisions shall also be attached to any certificate of insurance Servicer provides to FMC as evidence of this coverage.

5.03

Notification. Servicer shall promptly notify FMC in writing of (a) the occurrence of any event which, if it had existed on the date of this Agreement, would have required qualification of the representations and warranties set forth in Section 7 (Representations and Warranties) herein; (b) a Material Adverse Change, including but not limited to, material financial difficulty, other catastrophic event, material change in strategic goals, or significant staffing changes; or (c) any material litigation which if adversely determined would cause a Material Adverse Change.

5.04

Accuracy of Reports. All reports, transmittals, records or data files required, maintained or provided by Servicer hereunder shall be accurate in all material respects, and FMC shall have the right to rely thereon.

5.05

Work Performed in United States. Unless this Agreement specifically provides otherwise, all Services must be performed in the United States and all Proprietary Information and Customer Information, must be stored, maintained, accessed from, and utilized only by employees and subcontractors in the United States.

5.06

No Subcontractors. With the exception of skip tracing services, the Servicer shall not utilize or engage a subcontractor to perform any Series under this Agreement without the prior written consent of FMC. To the extent subcontractors perform any services under this Agreement, the Servicer shall be liable for the performance of such subcontractors. Any subcontractors who are approved by FMC and persons hired by Servicer for skip tracing services must sign FMC’s standard form of Confidentiality Agreement and are subject to the confidentially and privacy and security obligations of Section 11 hereof. Servicer shall advise FMC upon periodic request of the entities to which it has subcontracted skip tracing services.

5.07

OFAC Check. All Servicer employees performing Services or supporting Servicer activities under this Agreement, regardless of their location, shall be validated by Servicer to not be on any list published and maintained by the Government of the United States of America of persons or entities with whom any U.S. person or entity is prohibited from conducting business. Currently, the lists of such persons or entities can be found on the following web site:

5.08

FACT Act, PATRIOT Act and OFAC Check. Servicer’s performance of its Servicing obligations under this Agreement in conformity with all applicable laws shall include, without limitation, compliance with the requirements imposed on Owner and Insurer as users and furnishers of consumer report information under the Fair and Accurate Credit Transactions Act of 2003 and all regulations issued pursuant thereto, including, without limitation. timely and lawful response to any identity theft report received from any Borrower or consumer reporting agency and the obligation to respond to a credit report

5.09

Further Assurances. At any time, upon the reasonable request of FMC (or its nominee) or any Owner (or its nominee), and subject to Servicer’s reasonable charges and reimbursement of any out-of-pocket expenses, Servicer shall execute and deliver to such requesting party or its designee such other certificates, agreements and instruments and take such actions as such requesting party or its designee may reasonably request in connection with its compliance with any legal or regulatory requirements, including, without Limitation, any certifications required to be delivered by such requesting party under any Securities and Exchange Commission or other securities requirement or in connection with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

6.01

Existence. The Servicer is a public corporation duly organized and validly existing and in good standing under the laws of the o, and is duly qualified to do business in all jurisdictions where its failure to so qualify would materially impair its ability to perform its obligations under this Agreement.

6.02

Right to Act. No registration with or approval of any governmental agency is required for the due execution and delivery or enforceability of this Agreement. The Servicer has legal power to execute and deliver this Agreement under the laws of o and to perform such Services and observe the provisions herein under the laws of o. By executing and delivering this Agreement, and by performing and observing the provisions of this Agreement, the Servicer will not violate any existing provision of its Articles of Incorporation or its bylaws or any applicable law or violate or otherwise become in default under any existing contract or other obligation binding upon the Servicer. The officers executing and delivering this Agreement have been duly authorized to do so, and this Agreement is legally binding upon the Servicer and enforceable against the Servicer in every respect.

6.03

Intellectual Property and Software Rights. Servicer’s performance of its obligations under this Agreement will not infringe any patent, trademark, copyright, or any trade secret or other proprietary right of any third party. Servicer is the lawful owner or licensee of any software programs or other materials used by Servicer in the performance of the Services called for in this Agreement.

6.04

Accuracy and Continued Validity of Servicer’s Financial Status. The Servicer has furnished to FMC financial reports, which in the opinion of the Servicer fairly and

6.05

OFAC Check. Neither Servicer ,nor any of its subsidiaries. Affiliates, directors, officers, agents, or employees is

(a)

an individual or entity that is listed in the annex to, or is otherwise subject to the prohibitions contained in, Executive Order No. 3224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”) or the Office of Foreign Asset Control (“OFAC”) regulations;

(b)

an individual or entity with whom FMC is prohibited from dealing or otherwise engaging in business under any U.S. law, regulation executive order and/or lists published by OFAC (including those executive orders and lists published by OFAC);

(c)

an individual or entity that is named on the most current list of “Specially Designated Nationals and Blocked Persons” published by OFAC on its official website or any replacement website or other replacement official publication of such list; or

(d)

an individual or entity with which any financial institution is prohibited from dealing or otherwise engaging in any transaction under any laws or regulations related to terrorism or money laundering.

6.06

Ongoing Obligation. If at any time during the term of this Agreement, any of the representations contained in this Section 6 are no longer true, Servicer will immediately notify FMC, and FMC shall have the immediate right to terminate this Agreement, without further obligation or penalty. FMC will not be required to pay any Early Termination or Record Return/Deconversion fee if this Agreement is terminated pursuant to this Section 6.06.

7.01

FMC Audit of Books and Records. FMC, its accountants, auditors, representatives and any Federal, state or local governmental or quasi-governmental officials with regulatory authority over FMC or FMC Affiliates shall have the absolute right, at FMC’s expense, upon not less than twenty (20) days prior notice (or such shorter notice period as required by law), at any time during or after the term hereof:

(i)

to audit or examine all books, records, documents, other writings, information, whether in hard copies, electronic form or otherwise, relating

(ii)

to conduct such other examinations, tests or investigations with respect to the Services to be provided under this Agreement as FMC may deem necessary or desirable in FMCs sole and absolute discretion and at FMC’s expense, it being acknowledged and agreed by Servicer that FMC shall have full and unrestricted rights of access to books, records, documents, other writings and information, whether in hard copies, electronic form or otherwise, relating to the Services to be provided by Servicer under this Agreement, at any time during normal business hours.

7.02

Sarbanes Oxley Compliance. If requested by FMC, Servicer shall participate in ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“Sarbanes Oxley”) compliance testing conducted by FMC with respect to the Services on a quarterly basis and shall provide documents and information as reasonably requested by FMC to conduct such compliance testing. Servicer agrees to provide any assistance reasonably requested by FMC to enable FMC to comply with Sarbanes Oxley, the rules of the Public Company Accounting Oversight Board and rules of the Securities and Exchange Commission relating to disclosure controls and procedures and inquiries by the SEC or other regulatory agency. Such assistance shall include but shall not be limited to: (i) documenting Servicer’s controls and procedures relating to the Services; (ii) cooperating with FMC’s auditors in connection with the testing of such controls and procedures; (iii) making quarterly representations or certifications to FMC regarding any material changes to such controls and procedures; (iv) remediating any material weakness or significant deficiency that would prevent FMC from complying with Sarbanes Oxley or any rules or regulations promulgated thereunder; and (v) providing an unqualified SAS 70 Type 2 Report issued by an independent certified public accounting (CPA) firm in connection with its provision of the Services.

7.03

SAS 70 Audit. Servicer will engage, at its expense, an independent CPA firm that adheres to professional standards, established by the American Institute of Certified Public Accountants (AICPA) to conduct reviews of Servicer’s general controls associated with Servicer’s facilities, as well as the controls associated with the Services and, the programs used to provide the Services. The scope of the audit shall include all such matters as Servicer’s auditor deems necessary or required to meet regulatory compliance standards, including but not limited to an examination of the record keeping system and other equipment and software used by Servicer. Such reviews shall be performed at such frequency and times as Servicer shall determine, but shall be performed at least once annually. Within thirty (30) days of its receipt by Servicer, Servicer shall provide FMC with a copy of each report submitted by Servicer’s independent accountants regarding any of the matters set forth in this paragraph. All such reviews shall comply with AICPA Statement on Auditing Standards (SAS) No. 70, and the reports obtained shall be of the type generally referred to (depending on the publication) as either Type “II” or “B”. In a Type II report, the Servicer auditor will express an opinion on (1) whether the Servicer’s organization description of its controls presents fairly, in all material respects, the

7.04

Operational Audits. Upon twenty (20) days notice from FMC, and subject to Servicer’s reasonable security requirements, Servicer shall provide to FMC (and FMC’s internal and external auditors, inspectors, regulators and other representatives that FMC may designate from time to time) access at reasonable hours to Servicer’s personnel, to the facilities at or from which Services are then being provided, and to Servicer’s records and other pertinent information, all to the extent relevant to the Services and Servicer’s obligations under this Agreement. Such access shall be provided for the purpose of performing audits and inspections of Servicer and its businesses and to examine Servicer’s performance of loan servicing under this Agreement including (i) verifying the integrity of the Servicer data; (ii) examining the systems that process, store, support and transmit such data; (iii) examining the controls (e.g., organizational controls, input/output controls, system modification controls, system design controls and access controls) and the security, disaster recovery and back-up practices and procedures, (iv) examining Servicer’s measurement, monitoring and management tools, and (v) enabling FMC to meet applicable legal, regulatory and contractual requirements Servicer shall provide any assistance reasonably requested by FMC or its designee m conducting any such audit.

7.05

Regulatory Audits. Within thirty (30) days of its receipt, Servicer shall provide FMC with a summary of any audit results performed by a federal or state regulator concerning the Services provided under this Agreement, including but not limited to the Department of Education. The content of any such summary shall be subject to Servicer’s reasonable security requirements. When the regulatory auditor’s procedures reveal exceptions or control deficiencies, then Servicer shall take steps to correct the control design deficiency or operating effectiveness deficiency in all material respects. If such audit reveals that the services provided by Servicer do not cause Servicer’s operations to meet the auditor’s recommendation, then Servicer shall provide such further services as are necessary to bring its operations into conformance with the auditor’s recommendations to such level and degree, at no cost to FMC.

7.06

Financial and Other Information. Servicer shall provide FMC with the following:

(a)

Within forty-five (45) days after the end of each of the first three quarters of each fiscal year, unaudited financial statements of Servicer for such quarter, setting forth the information called for as of the end of and for such quarter as described in paragraph (b) of this Section 7; and

(b)

Within 120 days after the close of each fiscal year of Servicer, a copy of an annual report as to the obligations and activities of Servicer during such fiscal year, and financial statements for such fiscal year, setting forth in reasonable detail:

(i)

the balance sheet for Servicer and its programs showing the assets and liabilities of the programs at the end of such fiscal year;

(ii)

a statement of Servicer’s revenues and expenses in accordance with the categories or classifications established by Servicer for its operating and program purposes and showing the revenues and program expenses during such fiscal year; and

(iii)

a statement of changes in financial position, including changes in financial position of Servicer’s programs, as of the end of such fiscal year.

7.07

Annual Statement as to Compliance. The Servicer shall deliver an annual report to FMC on or prior to August 31 of each year commencing in 2006, signed by the Chief Executive Officer (“CEO”) or Executive Vice President (“EVP”) of the Servicer, stating that (a) a review of the activities of the Servicer, and the Servicer’s Performance under this Agreement, for the previous twelve (12) months ending June 30 has been made under such CEO’s or EVP’s supervision and (b) to the best of such CEO”s or EVP’s knowledge, based on such review, the Servicer has or has caused to be performed all of its obligations under this Agreement throughout such year and that no default has occurred, or if such a default has occurred and is continuing, specifying each such event, the nature and status thereof and the steps necessary to remedy such affair. In the event that the Servicer has delegated any servicing responsibilities with respect to the Student Loans to a subservicer or subcontractor, the Servicer shall deliver a similar annual report by any such subservicer or subcontractor as described above as and when required with respect to the Servicer.

7.08

Annual Independent Public Accountant’s Servicing Reports. Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Servicer shall service and administer all Student Loans in accordance with all applicable requirements of the servicing criteria set forth in Item 1122(d) (the “Servicing Criteria”) of Regulation

(a)

A statement by a Servicing officer of such Servicing officer’s responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;

(b)

An assessment by such Servicing officer of the Servicer’s compliance with the applicable Servicing Criteria for the period consisting of the previous twelve (12) months ending June 30, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities the Servicer performs with respect to asset-hacked securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Student Loans;

(c)

A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Assessment of Compliance for the period consisting of the previous twelve (12) months ending June 30; and

(d)

On or before August 31 of each year commencing in 2006, the Servicer shall furnish to FMC, the related Trustee and any other Permitted Assignee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board.

7.09

Cooperation with Audits; Follow-Up. Servicer shall fully cooperate with any audit(s) conducted by either FMC, FMC’s agent, or a U.S. federal agency pursuant to this Agreement. Servicer shall not charge FMC for the management hours or fees with respect to the time spent by Servicer’s management and employees reasonably necessary in providing assistance to FMC. FMC’s internal and external auditors, or any governmental authority performing any audits, compliance, security and control testing. If any audit report establishes that Servicer’s performance of the Services is not in compliance with the terms of this Agreement. Servicer shall submit to FMC within thirty (30) days of its receipt of the relevant audit report a plan to improve Servicer’s performance to the level required by this Agreement. In the event that any financial audit report reveals that any changes or expenses have been overbilled or underbilled, then FMC shall make adjustment in the fees and invoices as necessary on a prospective basis in future months as necessary to correct errors or maintain compliance with the Agreement, or Servicer or FMC shall render a payment to the other party as necessary to correct the discrepancy.

7.10

Accelerated and Emergency Audits. In the event that FMC has the right to terminate this Agreement under Section 15 (Termination), whether or not such right is exercised, FMC shall have the right to perform or cause to be performed any audit, examination or inspection described in this Agreement, without any limitations or requirements as to notice, frequency, duration, business interruption, or other such limitation or requirement for the benefit of the Servicer. All costs of such an accelerated or emergency audit shall be borne by the Servicer.

8.01

Fees. The Servicer shall provide all aspect of the Services at its sole cost and expense, except as otherwise provided in this Agreement, and shall be compensated as set forth this Agreement, including without limitation the Fee Schedule.

8.02

Rate Change. To the extent that an increase occurs in the costs incurred by the Servicer in providing the Services hereunder due to: (a) changes in the Servicing Guidelines or this Agreement, including without limitation the Service Level Agreements, (b) legislative and regulatory changes beyond the control of the Servicer which pertain to the manner of servicing of the Student Loans in accordance with Section 4.01 herein, (c) changes in United States Postal Service postage rates, or (d) material changes requested

8.03

Invoices. Invoices for the Servicer’s Services, including the collection of Late Fees collected on behalf of FMC or any Owner as set forth in Section 4.14 herein and the Fee Schedule, shall be rendered by the Servicer after each month end with payment to be paid by FMC or the Owner. Separate invoices shall be rendered for each Owner. All invoices are payable net forty-five (45) days from the date of the invoice. If full payment is not received within sixty (60) days of the invoice date, except as to amounts which are under good faith dispute, the Servicer may assess an interest charge of 1.25% per month (15% annual percentage rate) on the unpaid balance from the date of the initial billing until fully paid. FMC or the affected Owner shall report any disputes to the Servicer regarding an invoice for Servicing within sixty (60) days of the invoice, and the Servicer shall research the disputed item and respond to FMC or the affected Owner(s).

10.01

Neither Servicer nor FMC shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by any acts of war, terrorism, civil riots or rebellions, quarantines, embargoes and other similar unusual governmental actions, extraordinary elements of nature or acts of God, judicial or governmental action, emergency regulation or labor dispute or unrest, provided that and only to the extent that Servicer or FMC could not reasonably circumvent the failure or delay through the use of commercially reasonable alternate sources, workaround plans or other means (“Force Majeure”). An event shall not be considered a Force Majeure event to the extent that proper implementation of the Business Community Plan (as defined below) would have enabled the Servicer to continue performance hereunder m a timely manner. The occurrence of a Force Majeure event shall not excuse the Servicer from having in place reasonable safeguarding plans and procedures adequate for protecting all Proprietary Information and Customer Information of FMC and any Owner.

10.02

Without limiting Servicer’s obligations under this Agreement, whenever a Force Majeure event causes Servicer to allocate limited resources between or among Servicer’s customers, FMC and any Owner, as applicable, shall be treated at least as favorably as Servicer’s most favored customers.

11.01

Proprietary/Confidential Information. Each party understands and acknowledges that in the performance of this Agreement, each party (the “Recipient”) will gain access to certain nonpublic information, material and data, hereinafter referred to as “Proprietary Information”, relating to the other party (the “Disclosing Party”), which may include, but not be limited to, FMC’s customer information, the Disclosing Party’s technical and financial data, design, process, procedures, formula, business logic, presentation or strategy, new products and marketing plans that are commercially valuable to such Disclosing Party and all trade secrets, ideas, know-how, data, compilations, inventions, literary, artistic, graphical or other works and improvements, in each case whether or not patentable, copyrightable or otherwise subject to intellectual or industrial property protection, and whether or not registrable or subject to any registrations or applications therefor, and any of the same relating to or owned by any subsidiary or affiliate of the Disclosing Party.

11.02

Privacy. Each Party shall comply with all federal and state laws, and rules and regulations of applicable regulatory agencies, protecting the Confidential Information and privacy rights of FMC, its customers and consumers, including, without limitation, Title V of the federal ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and federal regulations implementing such act, Interagency Guidelines Establishing Standards For Safeguarding Customer Information and codified at 12 C.F.R. Parts 30, 208, 211, 225, 263, 308, 364, 568, and 570 and the federal Economic Espionage Act (18 U.S .C. Section 1831 et seq). Servicer will not directly or indirectly reuse or redisclose to any Affiliate (as defined below), or any unaffiliated entity or person, any Confidential Information, including but not limited to, any personally identifiable consumer information, provided by FMC under this Agreement for any purpose other than to perform the activities contemplated by this Agreement. All Confidential Information in the possession of Servicer, other than information independently obtained by Servicer and not derived in any manner from information obtained under or in connection with this Agreement, is and shall remain confidential and proprietary information of FMC, ▇▇▇▇, and/or the applicable Program Lender. If Servicer proposes to disclose Customer Information to any person or entity to assist Servicer to perform its duties under this Agreement, Servicer shall first enter into a written confidentiality agreement with such person or entity under which that person or entity would be restricted from disclosing, using or duplicating such Customer Information, except as contemplated under this Agreement. Notwithstanding any such confidentiality agreement, Servicer shall remain liable to FMC, Program Lender or any Owner, as applicable, for any failure of such person or entity to comply with such confidentiality agreement to the extent that such noncompliance, if engaged in by Servicer, would be a breach of this Agreement.

11.03

Security Program. Notwithstanding anything herein to the contrary, Servicer may receive or otherwise have access to “Customer Information” (as defined in Appendix B to 12 CFR §30), in connection with providing Services to FMC pursuant to the terms of the Agreement. Servicer shall implement and maintain an appropriate security program for Customer Information designed to meet the following Objectives, as defined below, of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information pursuant to the authority of Section 501(b) of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999. “Objectives” means a program designed to (i) ensure the security and confidentiality of Customer Information (as defined below); (ii) protect against any anticipated threats or hazards to the security or integrity to Customer Information, and (iii) protect against unauthorized access to or use of Customer Information that could result in substantial harm or inconvenience to any “Customer” (as defined in 12 CFR § 40.3 (h)). Servicer shall provide FMC on or prior to the Effective Date and thereafter, upon request, with a copy of its Information Security and Assurance Policy and any updates or amendments thereto. Servicer agrees that upon reasonable notice and at Servicer’s convenience, FMC may come to Servicer’s place of business and review the

11.04

Security Breach. In the event Servicer knows or reasonably believes that there has been any unauthorized acquisition of or access to data that compromises the security, confidentiality, or integrity of “nonpublic personal information” maintained by or for Servicer (a “Breach”), Servicer shall take the following actions:

11.05

Business Continuity and Site Disaster Recovery Plans. Servicer shall maintain and shall test at least once annually plans to continue business in the event f an interruption to its business or unavailability of any site from which Services are being performed (the “Disaster Recovery and Business Continuity Plans”). The Servicer agrees that its Disaster Recovery and Business Continuity Plan” shall include, among other things, provision for the remote storage of computer software and data, for the remote storage of copies of Student Loan documentation in conformance with Section 4.04 (Custody), the availability of a location for off-site computer services and procedures covering all of the Servicer’s facilities used in connection with the Services in order to insure continuance of Services in the event of a disaster affecting any such Servicer facility and storage of a complete system image tape of both object code and source code for its student loan servicing software at an off-site storage location designated by the Servicer and disclosed to FMC. Any material changes to Servicer’s Disaster Recovery and Business Continuity Plans that affect the Services provided under this Agreement will be subject to FMC’s prior written consent, which shall not be unreasonably withheld, and will conform to reasonable commercial and industry standards for such plans.

11.06

Servicer Firewall(s).  

11.07

User Authentication Processes. Servicer will follow its existing policies, procedures, and standards for authentication Servicer will provide FMC with access to such policies and procedures at Servicer’s place of business.

11.08

Intrusion Detection. Servicer will maintain a current industry standard intrusion detection monitoring system that protects its infrastructure against system risk from outside users and vendors. Servicer will actively monitor the intrusion monitoring system and develop escalation procedures to notify FMC personnel m the event of a security breach pursuant to Section 11.04.

11.09

Risk Assessment. Servicer shall comply with industry best practices and standards regarding information security. In addition to Servicer’s annual Type II SAS 70 audit, it shall partner with an external vendor for the purpose of receiving a certification on Servicer’s information security practices and protocols. The external vendor shall at a minimum conduct external and internal scans and audits of the Servicer’s network. On an on-going basis the external vendor shall provide to Servicer notification of any malicious code, viruses or known threats so that Servicer may protect its network accordingly. Additionally, on an annual basis, Servicer shall engage external vendor to conduct blind intrusion testing to verify Servicer’s then current information security, controls, standards, and procedures. Upon request from the FMC, Servicer shall provide a certification letter from its external vendors certifying Servicer’s compliance with industry best practices and standards. For each external vendor providing services described in this Section 11.09, Servicer shall provide FMC with a summary of such vendor’s reports and shall respond to any of FMC’s reasonable follow-up questions with respect to such summaries. Any information provided to FMC under this Section shall be deemed Proprietary Information.

11.10

Survival. The obligations set forth in this Section 11 as they pertain to Proprietary Information, Confidential Information, Customer and Consumer Information shall survive termination of this Agreement and continue for so long as the relevant information remains Proprietary Information, Confidential Information, Customer Information or Consumer Information.

13.01

Assignment by the Servicer. This Agreement and all the rights and obligations of the Servicer hereunder may not without the prior written consent of FMC, which consent shall not be unreasonably withheld, be assigned or subcontracted by the Servicer. Any successor must acquire substantially all of the assets or business of the Servicer, have the ability to perform the Services under the terms and conditions hereof, and be approved by the Insurer and reasonably acceptable to any Trustee.

13.02

Assignment to Permitted Assignee. The parties contemplate that:

(a)

pools of Committed Student Loans will he sold by the Program Lender to SPEs in Securitization Transactions sponsored by FMC from time to tine, and Permitted Assignees will receive a collateral assignment of the Committed Student Loans in each Securitization Transaction; and

(b)

at the same time and a part of the same transaction, FMC will assign its rights under this Agreement to obtain Servicing of said Student Loans to said SPEs, which rights maybe further assigned to Permitted Assignees, so that said Student Loans will be Serviced by Servicer under the terms of this Agreement, following execution by the parties of a Servicer Consent Letter.

13.03

Effect of Assignment. Servicer agrees that upon the assignment of FMC’s rights under this Agreement with respect to a pool of Student Loans to a Permitted Assignee and the execution by the parties of a Servicer Consent Letter, all obligations of FMC under this Agreement with respect to ongoing Servicing of such Student Loans, including without limitation the obligation to pay fees set forth in the Fee Schedule, shall cease, all rights and obligations of FMC under this Agreement with respect to such Student Loans shall inure to the SPE and the Permitted Assignees, and any all references to FMC in this Agreement, to the extent it has been so partially assigned, shall be deemed to refer to said SPE. Notwithstanding the foregoing, FMC shall retain rights under this Agreement that do not relate to ongoing Servicing of such Student Loans, as set forth in Section 2.03 (Role of FMC).

13.04

Notice Requirement prior to Sale of Student Loans. FMC shall use reasonable efforts to notify the Servicer, in writing, sixty (60) days prior to any sale of Student Loans, and shall notify Servicer, in writing, no less than forty-five (45) days prior to any sale of Student Loan, currently housed on the Servicing system as to (a) the anticipated sale date and (b) the characteristics of the exact Student Loans to be sold. The actual sale date will be provided five (5) days prior to the sale. Upon receipt of the above initial notice, the Servicer will provide FMC with available transfer dates within thirty (30) days. Actual transfer dates shall be mutually agreed upon.

13.05

Servicing Obligations after Sale of Student Loans. (to third party other than an SPE).

(a)

The Servicer’s Offer of Continued Servicing. With respect to any Student Loans which are sold, assigned or transferred by a Permitted Assignee (other than a trustee under Section 13.02), upon the Servicer’s receipt of a notice from such Permitted Assignee that it intends to sell, assign or transfer any or all of the Student Loans which are being Serviced hereunder, the Servicer shall contact the intended purchaser, assignee or transferee (collectively, the “Transferee”) and offer to Service such Student Loans for the Transferee for the balance of the term of this Agreement (and, at the option of the Transferee, any extensions thereof) as follows: (i) if the Transferee or an affiliate, parent, subsidiary or other entity related to the Transferee (collectively, a “Related Entity”) has entered into a servicing agreement with the Servicer, under the terms and conditions of any such agreement, or (ii) otherwise, under terms and conditions which are no less favorable than those terms and conditions which are contained m this Agreement. This subsection shall not apply to an assignment to a Permitted Assignee pursuant to Section 13.02.

(b)

Liability of Permitted Assignee upon Transferee’s Acceptance of Servicer’s Offer to Service Student Loans. If the Transferee accepts the offer described in 13.05(a)(i) or (ii), the Permitted Assignee shall have no further obligation or liability to the Servicer hereunder with respect to such Student Loans, and the Early Termination Fees set forth m the Fee Schedule shall not be due and payable. If the Transferee does not elect to have the Servicer continue servicing the Student Loans, the Permitted Assignee shall pay the Early Termination Fees set forth in the Fee Schedule. This subsection shall not apply to an assignment to a Permitted Assignee pursuant to subsection 13.02.

14.01

Borrower’s Student Loan. This Agreement shall terminate to a specific Borrower’s Student Loan on the earliest of:

(a)

the month following the month during which (i) the principal, interest, and Late Fees, if any, have been fully paid remitted to the Owner, and (ii) the Borrower has been notified that the Student Loan has been paid in full;

(b)

the end of the month during which notification is given to the Servicer that a claim for guarantee/insurance relating to the Student Loan has been paid by the Insurer, or

(c)

the end of the month following the month during which the sale or transfer of such Student Loan occurs where Servicer does not continue Servicing such Student Loan subject to the provisions set forth m Section 13 (Assignment) hereof.

14.02

Termination by FMC. This Agreement may be terminated at the option of FMC upon the occurrence of any of the following:

(a)

Any of the representations or warranties made in or pursuant to this Agreement are not true or are erroneous in any material respect;

(b)

The Servicer’s failure to perform or observe any of the provisions or covenants of this Agreement and its referenced schedules and exhibits, in any material respect (including, without limitation, any breach of the provisions of Section 4.13 (Collections), all of which shall be deemed material);

(c)

If the Servicer shall (i) discontinue business, or (ii) generally not pay its debts as such debts become due, or (iii) make a general assignment for the benefit of creditors, or (iv) admit by answer, default or otherwise the material allegations of petitions filed against it in any bankruptcy, reorganization, insolvency or other proceedings (whether federal or state), relating to relief of debtors, or (v) suffer or permit to continue unstayed and in effect for thirty (30) consecutive days, any judgment, decree or order, entered by a court of competent jurisdiction, which approves a petition seeking its reorganization or appoints a receiver, custodian, trustee, interim trustee or liquidator for itself or all or a substantial part of its assets, or (vi) take or omit any action in order thereby to effect any of the foregoing;

(d)

Termination for Insufficient Volume. In the event that the total original principal amount of Student Loans being Serviced pursuant to this Agreement shall be less than o million dollars ($,000,000) as of the May 1 that occurs at least twenty-four months after the first Student Loan is Serviced hereunder, then FMC and all Owners acting in concert may, by written notice to Servicer, terminate this Agreement. Such termination shall be on six (6) months written notice. Servicer shall cooperate fully in the deconversion and transfer of such Student Loans to another Servicer.

14.03

Termination by the Servicer. This Agreement may be terminated at the option of the Servicer upon the occurrence of any of the following:

(a)

FMC’s failure to perform or observe any of the material provisions or covenants of this Agreement; or

(b)

if FMC shall (a) discontinue business, or (b) generally not pay its debts as such debts become due, or (c) make a general assignment for the benefit of creditors, or (d) admit by answer, default or otherwise the material allegations of petitions filed against it in any bankruptcy, reorganization, insolvency or other proceeding (whether federal or state) relating to relief of debtors, or (e) suffer or permit to continue unstayed and in effect for thirty (30) consecutive days, any judgment, decree or order, entered by a court of competent jurisdiction, which approves a petition seeking its reorganization or appoints a receiver, custodian, trustee, interim trustee or liquidator for itself or all or a substantial part of its assets, or (f) take or omit any action in order thereby to effect any of the foregoing; or

14.04

Record Return/Deconversion. Upon termination of this Agreement or upon termination of this Agreement with respect to any particular Student Loan or Loans whether by virtue of the passage of time or otherwise, the Servicer shall, regardless of any FMC default or any other reason, return to FMC all records, data processing records, reports, documents and correspondence, including Original Credit Agreements, applications, payment histories, due diligence histories, and copies of microfilm documents maintained by the Servicer in connection with the Servicing of the Student Loans (or such Student Loans as applicable). Servicer shall maintain a copy of all records and reports which related to the Servicing of Student Loans generally for five years after any deconversion. Upon the return of the Student Loan records, FMC agrees to pay the Record Return/Deconversion Fee, as set forth in the Fee Schedule, except under the circumstances specifically set forth in this Agreement, and such records will be returned to FMC by Servicer as provided below or as otherwise mutually agreed upon by the parties. Upon any termination or expiration of this Agreement, any deconversion and transfer of the Accounts to FMC or its new servicer shall be on an orderly schedule reasonably determined by the Servicer, with FMC’ s approval. To the extent that the Servicer continues to provide Servicing for any Accounts after the termination or expiration date pending such scheduled deconversion and transfer, the terms of this Agreement shall remain in effect and the Servicer’s fees hall continue to be paid hereunder with respect to such Accounts during such period.

14.05

Transition Period Rights. If this Agreement is terminated pursuant to Sections 14.02(a), (b), (c) or (d) or 4.02, 4.03(d), 6.06, or 10.01, then FMC or any Owner shall have the right to demand continued Servicing of the Student Loans by Servicer at the rates set forth in the Fee Schedule until such tune as all loans have been successfully

15.01

Notices. All notices, approvals, consents, requests or other written communications regarding this Agreement are to be addressed as noted below.

If to FMC:

President

The First Marblehead Corporation

The Prudential Tower

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇. 02199-8157

If to Servicer:

[SERVICER]

15.02

Relationship. The parties to this Agreement intend that the Servicer shall render the Services contemplated by this Agreement as an independent contractor. The Servicer and its employees, agents, and servants are not to be considered agents or employees of FMC, for any purpose whatsoever. Nothing herein contained, nor any action taken by the Servicer under this Agreement, shall be deemed or construed to give the Servicer any right, title or interest either in law or in equity in and to any Student Loan being Serviced by Servicer.

15.03

Non-Exclusive Agreement for FMC. Nothing contained herein shall be construed to create an exclusive arrangement as to FMC. The Servicer understands and agrees that FMC may enter into other agreements for the servicing of Private Student Loans in the future.

15.04

Survival. The representations and warranties of each party shall survive the termination of this Agreement and the obligations and duties of each party (including, without limitation, the obligations under Sections 9 (Liability) and 14 (Confidentiality)) shall survive the termination or expiration of this Agreement.

15.05

Entire Understanding. This Agreement herewith including all Schedules and Exhibits attached thereto, represent the entire understanding of the parties with respect o their subject matter, and supersede all previous discussions and correspondence with respect thereto, and no representations, warranties or agreements, express or implied, of any kind with respect to such subject matter have been made by either party to the other, except as expressly set forth herein or in such other agreements.

15.06

Interpretation of Documents. In the event of a conflict between this Private Student Loan Servicing Agreement and a Schedule or Exhibit attached hereto, this Agreement shall control.

15.07

Cooperation. FMC and the Servicer agree that they will cooperate fully with one another in order to carry out the terms and provisions of the Agreement during the term of this Agreement and during all periods in which Committed Student Loans and Student Loans are processed and Serviced by Servicer Cooperation under this Section shall include, but not be limited to each party using reasonable means to ensure successful, normal, daily processing of Committed Student Loans and Student Loans and related operations and functions. Each party agrees to support the reasonable routine efforts of the other party and to work to resolve any disputes which may arise during such periods referenced above, and to continue to work together m a professional, business-like manner during all phases, functions and processes defined in this Agreement.

15.08

Authorization. Each of the undersigned represent that he or she has the authority to execute this Agreement on behalf of the respective party.

15.09

Amendments; Changes; Modifications. This Agreement, Exhibits or Schedules (a) may be amended, supplemented, or modified only by written instrument duly executed by FMC and the Servicer; (b) shall be incorporated into this Agreement; and (c) shall be binding upon and shall inure to the benefit of the parties hereto and their respective successor and assigns.

15.10

No Waiver. Any failure by FMC pr the Servicer to insist upon the strict performance by the other of any of the terms and provisions of this Agreement shall not be deemed to be a continuing waiver of any such terms and provisions, and notwithstanding any such failure, such party shall have the right thereafter to insist upon the resumption of strict performance by the other of any and all of the terms and provisions hereof. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

15.11

Opinion of Outside Counsel. Upon request by FMC, in connection with a Securitization Transaction, the Servicer agrees to provide to FMC an opinion of its outside counsel, in form and substance satisfactory to counsel for FMC, that:

(a)

The agreement has been duly authorized by all necessary action of the Servicer;

(b)

The agreement does not violate the chartered documents or other constituent documents governing the Servicer or any other applicable law;

(c)

The agreement has been duly executed by an authorized officer of the Servicer;

(d)

The agreement is a valid and binding obligation of the Servicer, enforceable in accordance with its terms. Servicer may provide the opinion of its in-house corporate counsel, in lieu of outside counsel, unless FMC agrees to pay the reasonable fees of Servicer’s outside counsel in connection with such opinion.

15.12

Law Governing. This Agreement is being delivered in and shall be construed in accordance with the laws of theo, without regard to any principles of conflict of laws.

15.13

Waiver of Jury Trial. THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR ANY SUCH DOCUMENT OR AGREEMENT, OR THE SERVICES AND TRANSACTION RELATED HERETO OR THERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT OR OTHERWISE.

15.14

Counterparts. This Agreement maybe executed many number of counterpart ach of which shall be deemed to be an original and all of which together shall be deemed to be one of and of the same document.

15.15

Unenforceability. If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect, and the Parties hereto shall continue to be bound thereby.

[SERVICER]

THE FIRST MARBLEHEAD
CORPORATION

Name:

Name:

Title:

Title:

Date:

Date: