**REPORT        ON MANAGEMENT’S ASSESSMENT OF**

**COMPLIANCE          WITH APPLICABLE SERVICING CRITERIA**

| 1.   | Management                  of PHEAA is responsible for assessing compliance with respect to                  the                  activities of the Servicer for the Reporting                  Period; |
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| 2.   | The                  applicable criteria set forth by the Securities and Exchange Commission                  in                  paragraph (d) of Item 1122 of Regulation AB, as listed on Schedule                  A,                  attached hereto (the “Servicing Criteria”), were used to assess compliance                  of the Servicer.  We have made the following interpretation of                  the applicable “Servicing Criteria” related to Item 1122(d)(4)(ix) as                  follows:  Adjustments to interest rates or rates of return for                  student loans with variable rates are computed in accordance with                  instruction received directly from the lender for TERI                  loans; |
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| 3.   | Based                  on such review, management believes the Servicer has complied,                  in all                  material respects, with the applicable Servicing                  Criteria; |
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| 4.   | Management                  has identified no material instances of noncompliance with the                  applicable                  Servicing Criteria; and |
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| 5.   | The                  Registered public accounting firm of KPMG, LLP has  issued an                  attestation report on this Report on Assessment of Compliance for                  the                  period that is the subject of the                  Report. |
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|   | American                  Education Services, |
|--------|-----------------------------------------------|
|   | as                  Servicer                  |
|   |                                          |
|   | By:                                           | /s/                  James L. Preston  |
|   |                                          | James                  L. Preston |
|   |                                          | Executive                  Vice President |

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|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | **Reviewed** | **Not                  Applicable** |
|------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|-------------------------------------|
|             | **General                  Servicing Considerations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |         |                                |
| 1122(d)(1)(i)    | Policies                  and procedures are instituted to monitor any performance or other                  triggers                  and events of default in accordance with the transaction                  agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |         | X                                   |
| 1122(d)(1)(ii)   | If                  any material servicing activities are outsourced to third parties,                  policies and procedures are instituted to monitor the third party’s                  performance and compliance with such servicing activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |         | X                                   |
| 1122(d)(1)(iii)  | Any                  requirements in the transaction agreements to maintain a back-up                  servicer                  for the Pool Assets are maintained.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |         | X                                   |
| 1122(d)(1)(iv)   | A                  fidelity bond and errors and omissions policy is in effect on the                  party                  participating in the servicing function throughout the reporting                  period in                  the amount of coverage required by and otherwise in accordance                  with the                  terms of the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | X            |                                |
|             | **Cash                  Collection and Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |         |                                |
| 1122(d)(2)(i)    | Payments                  on pool assets are deposited into the appropriate custodial bank                  accounts                  and related bank clearing accounts no more than two business days                  following receipt, or such other number of days specified in the                  transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | X            |                                |
| 1122(d)(2)(ii)   | Disbursements                  made via wire transfer on behalf of an obligor or to an investor                  are made                  only by authorized personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |         | X                                   |
| 1122(d)(2)(iii)  | Advances                  of funds or guarantees regarding collections, cash flows or distributions,                  and any interest or other fees charged for such advances, are made,                  reviewed and approved as specified in the transaction                  agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |         | X                                   |
| 1122(d)(2)(iv)   | The                  related accounts for the transaction, such as cash reserve accounts                  or                  accounts established as a form of over collateralization, are separately                  maintained (e.g., with respect to commingling of cash) as set forth                  in the                  transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | X            |                                |
| 1122(d)(2)(v)    | Each                  custodial account is maintained at a federally insured depository                  institution as set forth in the transaction agreements. For purposes                  of                  this criterion, “federally insured depository institution” with respect to                  a foreign financial institution means a foreign financial institution                  that                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange                  Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | X            |                                |
| 1122(d)(2)(vi)   | Unissued                  checks are safeguarded so as to prevent unauthorized                  access.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | X            |                                |
| 1122(d)(2)(vii)  | Reconciliations                  are prepared on a monthly basis for all asset-backed securities                  related                  bank accounts, including custodial accounts and related bank clearing                  accounts. These reconciliations are (A) mathematically accurate;                  (B)                  prepared within 30 calendar days after the bank statement cutoff                  date, or                  such other number of days specified in the transaction agreements;                  (C)                  reviewed and approved by someone other than the person who prepared                  the                  reconciliation; and (D) contain explanations for reconciling items.                  These                  reconciling items are resolved within 90 calendar days of their                  original                  identification, or such other number of days specified in the transaction                  agreements. | X            |                                |
|             | **Investor                  Remittances and Reporting**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |         |                                |
| 1122(d)(3)(i)    | Reports                  to investors, including those to be filed with the Commission,                  are                  maintained in accordance with the transaction agreements and applicable                  Commission requirements. Specifically, such reports (A) are prepared                  in                  accordance with timeframes and other terms set forth in the transaction                  agreements; (B) provide information calculated in accordance with                  the                  terms specified in the transaction agreements; (C) are filed with                  the                  Commission as required by its rules and regulations; and (D) agree                  with                  investors’ or the trustee’s records as to the total unpaid principal                  balance and number of Pool Assets serviced by the                  Servicer.                                                                    |         | X                                   |
| 1122(d)(3)(ii)   | Amounts                  due to investors are allocated and remitted in accordance with                  timeframes,                  distribution priority and other terms set forth in the transaction                  agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |         | X                                   |
| 1122(d)(3)(iii)  | Disbursements                  made to an investor are posted within two business days to the                  Servicer’s                  investor records, or such other number of days specified in the                  transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |         | X                                   |
| 1122(d)(3)(iv)   | Amounts                  remitted to investors per the investor reports agree with cancelled                  checks, or other form of payment, or custodial bank                  statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |         | X                                   |
|             | **Pool                  Asset Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |         |                                |
| 1122(d)(4)(i)    | Collateral                  or security on pool assets is maintained as required by the transaction                  agreements or related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |         | X                                   |
| 1122(d)(4)(ii)   | Pool                  assets  and related documents are safeguarded as required by the                  transaction agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | X            |                                |
| 1122(d)(4)(iii)  | Any                  additions, removals or substitutions to the asset pool are made,                  reviewed                  and approved in accordance with any conditions or requirements                  in the                  transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |         | X                                   |
| 1122(d)(4)(iv)   | Payments                  on pool assets, including any payoffs, made in accordance with                  the related                  pool asset documents are posted to the Servicer’s obligor records                  maintained no more than two business days after receipt, or such                  other                  number of days specified in the transaction agreements, and allocated                  to                  principal, interest or other items (e.g., escrow) in accordance                  with the                  related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                          | X            |                                |
| 1122(d)(4)(v)    | The                  Servicer’s records regarding the pool assets agree with the Servicer’s                  records with respect to an obligor’s unpaid principal                  balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | X            |                                |
| 1122(d)(4)(vi)   | Changes                  with respect to the terms or status of an obligor's pool assets                  (e.g.,                  loan modifications or re-agings) are made, reviewed and approved                  by                  authorized personnel in accordance with the transaction agreements                  and                  related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | X            |                                |
| 1122(d)(4)(vii)  | Loss                  mitigation or recovery actions (e.g., forbearance plans, modifications                  and                  deeds in lieu of foreclosure, foreclosures and repossessions, as                  applicable) are initiated, conducted and concluded in accordance                  with the                  timeframes or other requirements established by the transaction                  agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | X            |                                |
| 1122(d)(4)(viii) | Records                  documenting collection efforts are maintained during the period                  a pool                  asset is delinquent in accordance with the transaction agreements.                  Such                  records are maintained on at least a monthly basis, or such other                  period                  specified in the transaction agreements, and describe the entity’s                  activities in monitoring delinquent pool assets including, for                  example,                  phone calls, letters and payment rescheduling plans in cases where                  delinquency is deemed temporary (e.g., illness or                  unemployment).                                                                                                                                                                                                                                                                      | X            |                                |
| 1122(d)(4)(ix)   | Adjustments                  to interest rates or rates of return for pool assets with variable                  rates                  are computed based on the related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | X            |                                |
| 1122(d)(4)(x)    | Regarding                  any funds held in trust for an obligor (such as escrow accounts):                  (A) such                  funds are analyzed, in accordance with the obligor’s pool asset documents,                  on at least an annual basis, or such other period specified in                  the                  transaction agreements; (B) interest on such funds is paid, or                  credited,                  to obligors in accordance with applicable pool asset documents                  and state                  laws; and (C) such funds are returned to the obligor within 30                  calendar                  days of full repayment of the related pool assets, or such other                  number of                  days specified in the transaction agreements.                                                                                                                                                             |         | X                                   |
| 1122(d)(4)(xi)   | Payments                  made on behalf of an obligor (such as tax or insurance payments)                  are made                  on or before the related penalty or expiration dates, as indicated                  on the                  appropriate bills or notices for such payments, provided that such                  support                  has been received by the servicer at least 30 calendar days prior                  to these                  dates, or such other number of days specified in the transaction                  agreements.                                                                                                                                                                                                                                                                                                                                                                                                                             |         | X                                   |
| 1122(d)(4)(xii)  | Any                  late payment penalties in connection with any payment to be made                  on behalf                  of an obligor are paid from the Servicer’s funds and not charged to the                  obligor, unless the late payment was due to the obligor’s error or                  omission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |         | X                                   |
| 1122(d)(4)(xiii) | Disbursements                  made on behalf of an obligor are posted within two business days                  to the                  obligor’s records maintained by the servicer, or such other number of days                  specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |         | X                                   |
| 1122(d)(4)(xiv)  | Delinquencies,                  charge-offs and uncollectible accounts are recognized and recorded                  in                  accordance with the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | X            |                                |
| 1122(d)(4)(xv)   | Any                  external enhancement or other support, identified in Item 1114(a)(1)                  through (3) or Item 1115 of Regulation AB, is maintained as set                  forth in                  the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |         | X                                   |