**Exhibit10.1**

**ConfidentialMaterials omitted and filed separately with theSecurities and Exchange Commission. Asterisks denote omissions.**

## **AMENDED AND RESTATED PRIVATE STUDENT LOANSERVICING AGREEMENTBETWEENPENNSYLVANIA HIGHER EDUCATION ASSISTANCE-AGENCYANDTHE FIRST MARBLEHEAD CORPORATION**

THIS AMENDED ANDRESTATED PRIVATE STUDENT LOAN SERVICING AGREEMENT (this “Agreement”) is madeand dated as of September 28, 2006 (the “Effective Date”), by and between thePennsylvania Higher Education Assistance Agency (d/b/a American EducationServices), a public corporation and governmental instrumentality organizedunder the laws of the Commonwealth of Pennsylvania, 1200 North Seventh Street,Harrisburg, Pennsylvania 17102 (“Servicer”), and The First Marblehead Corporation,having an address at 800 Boylston Street, 34th Floor, Boston, Massachusetts02199 (“FMC”), and amends and restates that certain Alternative ServicingAgreement between Servicer and FMC dated as of October 16, 2001 (“Old ServicingAgreement”).

**RECITALS**

WHEREAS, theServicer is in the business of servicing privately insured student loans andother education loans for lenders; and

WHEREAS, ProgramLender (defined below) and FMC have created a group of education loan programs,all of which are described in the Program Guidelines (defined below), pursuantto which education loans are funded by Program Lender and purchased by FMC oran SPE (defined below); and

WHEREAS, in orderto ensure the integrity of the education loans at the time they are purchased byFMC or an SPE, FMC desires to oversee the servicing of such education loansprior to purchase; and

WHEREAS, FMC desires to utilize the expertise ofthe Servicer to service such education loans as and when they are purchased byFMC or an SPE;

NOW, THEREFORE, inconsideration of the mutual promises contained in this Agreement and the feesto be paid by FMC to the Servicer, and intending to be legally bound, theparties to this Agreement do hereby agree to the following:

**SECTION1.  DEFINITIONS**

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

1.02                           “Agreement”means this Amended and Restated Private Student Loan Servicing Agreement,including each Schedule and Exhibit provided for herein and each amendmenthereafter adopted.

1.03                           “Borrower”means an individual who is the maker of a Credit Agreement and who

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obtains a Student Loan or a Committed Student Loan. “Borrower”includes both the primary obligor and any cosigner.

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

1.05                            “Changeof Control” means the sale to any otherentity, individual or group of all or substantially all of the entity’s assetsused to perform the Services.

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

1.07                           “ConfidentialInformation” has the meaning assigned to it in Section 11.02.

1.08                           “ConsumerInformation” has the meaning assigned to it in Section 11.03.

1.09                            “CreditAgreement” shall mean the promissory note or credit agreement executed by aBorrower evidencing a Student Loan or a Committed Student Loan.

1.10                           “Customer”has the meaning assigned to it in Section 11.03.

1.11                           “CustomerInformation” has the meaning assigned to it in Section 11.03.

1.12                           “CustomerService Schedule” means the schedule of that name attached hereto and asamended by agreement of the parties.

1.13                           “DisasterRecovery and Business Continuity Plans” has the meaning given to it in Section11.05.

1.14                           “FailedStandard” shall have the meaning given to it in Section 4.02.

1.15                           “FeeSchedule” means the schedule of that name attached hereto and as amended byagreement of the parties.

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

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

1.18                            “FMER”means First Marblehead Education Resources, Inc., a wholly owned subsidiary ofFMC.

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1.19                           “ForceMajeure” has the meaning given to it in Section 10.01.

1.20                           “IdentityTheft Procedures” means the Procedures for Fraud Notification set forth in theServicing Guidelines and as amended by agreement of the parties.

1.21                           “InformationSecurity Program” has the meaning given to it in Section 11.03.

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

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

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

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

1.26                           “Non-PeakApplication Periods” means the months other than June, July, August andSeptember.

1.27                           “OldServicing Agreement” has the meaning set forth above.

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

1.29                           “OriginalCredit Agreement” means the signed first or first two pages of the CreditAgreement (beginning with the Borrower and Program Lender name and ending witha signature or signatures).

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

1.31                           “PeakApplication Periods” means the months of June, July, August and September.

1.32                           “PermittedAssignee” means a Special Purpose Entity (as defined below), or any financialinstitution, bond insurer, guaranty agency, indenture trustee, lender’scollateral agent or other substantially similar party to whom rights under thisagreement are assigned as security in a financing transaction to which theSpecial Purpose Entity is a party.

1.33                           “Person”means a natural person, limited or unlimited liability corporation, limitedliability company, limited liability partnership, partnership, association,trust or any other

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legal entity having the capacity to contract.

1.34                           “ProgramGuidelines” means, solely for purpose of identifying Private Student Loanprograms to be Serviced under the Agreement, the Underwriting, Origination andLoan Term Guidelines for one or more Private Student Loan programs identifiedby the parties from time to time in a writing signed by both parties.  At the time of this Agreement, ProgramGuidelines includes the Underwriting, Origination and Loan Term Guidelines forthose Private Student Loan programs set forth on Schedule A attached hereto.

1.35                           “ProgramLender” 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 thisAgreement, Program Lenders include the following: Bank of America, N.A.;JPMorgan Chase Bank, N.A.; Charter One Bank, N.A.; Chase Manhattan Bank USA,N.A.; Citizens Bank of Rhode Island; GMAC Bank; HSBC Bank USA, N.A.; TheHuntington National Bank; Insurbanc; KeyBank, National Association;Manufacturers and Traders Trust Company (M&T Bank); National City Bank; PNCBank, N.A.; Sovereign Bank; and SunTrust Bank.

1.36                           “ProgramManual” has the meaning assigned to it in Section 4.09.

1.37                           “ProgramYear” means the period from May 1 to April 30.

1.38                           “PrivateStudent Loan” or “PSL” means an education loan to finance the costs of highereducation (or private K-12 education) that is not (a) guaranteed by the UnitedStates Department of Education nor by any agency of any state or (b) aGuaranteed Access to Education (GATE) Loan program (other than the Bank ofAmerica GATE Education Loan (BAGEL) Program that is guaranteed by TERI).

1.39                           “ProprietaryInformation” has the meaning given to it in Section 11.01.

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

1.41                           “RequiredReports Schedule” means the schedule of that name attached hereto and asamended by the agreement of the parties.

1.42                            “SecuritizationTransaction” means the purchase of a pool of Student Loans by an SPE.

1.43                           “Service”,“Services”, “Serviced”, “Servicing” shall mean to perform, in full compliancewith applicable federal and state laws and regulations, the terms andconditions of the Credit Agreements, the Servicing Guidelines, the ProgramManual, and the terms and conditions of this Agreement, including withoutlimitation the Service Level Agreement: duties, obligations, and proceduresthat are required of Servicer hereunder in connection with Student Loans andCommitted Student Loans.

1.44                           “ServiceLevel Agreement” means the ServiceLevel Agreement attached hereto as Exhibit C and as amended by agreementof the parties.

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1.45                           “ServicerConsent Letter” means a letter substantially in the form of Exhibit A, to beexecuted by Servicer, FMC, and an SPE in connection with each SecuritizationTransaction.

1.46                           “ServicingGuidelines” means the Servicing Guidelines for one or more Private Student Loanprograms that have been issued by Insurer and approved by FMC and Servicerattached hereto as Exhibit B and as may amended by agreement of the partiespursuant to the terms thereof.

1.47                           “SpecialPurpose Entity” or “SPE” means a trust, corporation or limited liabilitycompany organized by FMC and engaged solely in the business of purchasingPrivate Student Loans and engaging in financing and/or securities transactionsto obtain funds to purchase such Private Student Loans.

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

1.49                           “SystemAccess Schedule” means the schedule of that name attached hereto and as amendedby agreement of the parties.

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

**SECTION2.  SCOPE OF AGREEMENT**

**2.01****                        OldServicing Agreement.**  On theEffective Date, this Amended and Restated Servicing Agreement shall supersedeand replace the Old Servicing Agreement in its entirety. Pursuant to Section13.02, this Agreement has been assigned in part to SPEs with respect to poolsof Student Loans. The Servicing of such Student Loans shall be governed by thisAgreement upon receipt by Servicer of the written consent of an SPE who hasbecome a party to this Agreement by virtue of such assignment; provided,however, that FMC shall be solely responsible for obtaining the writtenconsents of SPEs for Servicing under this Agreement.

**2.02****                        Services.**  The Servicer agrees, in consideration ofcertain fees, to perform the Services set forth in this Agreement, includingeach Schedule and Exhibit hereto, and any additional Services which FMCrequests and the Servicer agrees to provide with respect to the Servicing ofStudent Loans in accordance with the Servicing Guidelines, for which account informationand/or documentation shall be delivered to the Servicer.

**2.03****                       ****Role of FMC.**  Servicer acknowledges that FMC has, underthird-party agreements, the obligation or the right to purchase the CommittedStudent Loans and FMC, as the parent company of the Insurer’s agent, FMER, hasan obligation to the Insurer to ensure the

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adequate conversion of the Committed Student Loansfrom FMER’s origination system to Servicer’s Servicing system.  In light of the foregoing, Servicer furtheracknowledges that FMC has a present interest in Committed Student Loans andServicer agrees to provide product setup and conversion Services for such loans pursuant to this Agreement.  Such rights of FMC pursuant hereto shall bein addition to, and not in derogation of, the rights of Program Lender as Ownerof such Committed Student Loans. FMC shall not have liability under thisAgreement for any Student Loan unless and until FMC becomes an Owner of suchStudent Loan.

Serviceragrees that upon assignment of FMC’s rights with respect to a pool of StudentLoans to an SPE or other Permitted Assignee: (i) all obligations of FMC under this Agreement with respect to such StudentLoans, including without limitation the obligation to pay the fees set forth inthe Fee Schedule, shall cease upon assumption of that obligation by any SPE and(ii) all of FMC’s rights under this Agreement, other than the right to receiveServices with respect to such pool of Student Loans, shall be retained by FMC,including without limitation those rights relating to product setup andconversion of Committed Student Loans, and audits that relate to continuingServices.

**SECTION3.    TERM OFAGREEMENT**

This Agreement shall commence on the date firstset forth above and shall continue, with respect to Student Loans which aresubject to this Agreement (including loans serviced under the Old ServicingAgreement and new Student Loans serviced on and after the effective date ofthis Agreement), in accordance with Section 14.01, unless earlier terminated byeither Party pursuant to the provisions of this Agreement. With respect toproduct setup and conversion services and the fees charged for the Services,this Agreement shall continue for a period of three (3) years from the datefirst set forth above, unless earlier terminated by either Party pursuant tothe provisions of this Agreement, and shall automatically renew for anadditional one (1) year period, unless terminated by any Party by writtennotice of non-renewal to the other given at least one hundred and eighty (180)days prior to the end of the then current term. The expiration or terminationof this Agreement as to the addition of new Student Loans shall in no wayaffect the rights or obligations of Servicer with respect to Student Loans thathave become subject to this Agreement by partial assignment of this Agreementto an SPE.

**SECTION4.  Servicing Duties**

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

**4.02****                       ****Failed Service Levels: Notice and Cure**  Servicer shall notify FMC through the reports

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requiredby Exhibit C to this Agreement, which reports shall be made in accordance withSection 5.04 hereof, of any failure to meet any Servicing standard set forth inthe Service Level Agreement other than standards defined therein as “Servicer’sService Objective” (a “Failed Standard”). In the event that the Servicer shallfail to perform the same Servicing standard for thirty (30) days thence (thesecond consecutive Failed Standard), then the Owner shall be entitled to areduction (or rebate if already paid) of [**]of the Servicing Fees due theServicer pursuant to Section II of the Fee Schedule (a “Fee Reduction”) withrespect to the months in which the Failed Standard shall have occurred. TheOwner shall continue to be entitled to a Fee Reduction for each subsequentconsecutive month in which the Servicer shall fail to perform the samestandard. Notwithstanding the foregoing, no reduction or rebate shall be madewith respect to any Failed Standard that occurs prior to March 1, 2007.  This Section 4.02 shall be effective from theEffective Date through August 31, 2007, and shall then be open for negotiation.If no changes are proposed or agreed to in writing, this Section 4.02 shallremain in effect.

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

(a)                                  Credit Agreement Forms.  Servicer shall promptly review promissorynote or credit agreement forms that are proposed by FMC and/or Program Lenderand, after mutual resolution of any comments thereon that affect the Servicingof such forms, accept such forms for purposes of product set-up and conversion.

(b)                                 Servicing System Adaptation.  Servicer shall promptly review education loanproduct terms and pricing matrices proposed by FMC and/or Program Lender andshall establish appropriate Servicing matrices and programs to support suchproduct terms and pricing as of a mutually agreed product launch date. Theparties shall publish a mutually agreeable program launch date for each programwithin each Program Year. Servicer shall make every effort to meet live programdates requested by FMC, which date shall be no less than thirty (30) days fromthe date Servicer accepts the product and pricing matrix (or similar documentcontaining the same information) for such program; provided, however, that theServicer agrees to use commercially reasonable efforts to complete the set-upprocess in a shorter time frame on a case-by-case basis in order to accommodatethe business needs of FMC (or its clients). FMC shall have the right to auditServicer’s Servicing matrices and program setup as set forth in Section 4.03(d)below.

(c)                                Conversion.  Servicer agrees to accurately convert allCommitted Student Loan origination data necessary for servicing hereunder ontoits Servicing System in accordance with Section VI of the Service LevelAgreement. Servicer shall also, in a timely manner, return to the ServicerRelations Group at FMC all loan files sent to the Servicer in error.

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(d)                                 PeriodicAudit. Servicer agrees that, no less than twenty (20) days after receipt ofwritten notice, shall cooperate with audits by FMC of the product set-up and conversion Services and communication and other protocols necessary for theefficient and accurate performance thereof. If any audit reveals any failure to adequately perform any such matter, Servicershall 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 objectivesto be completed (each such task or objective, a “Milestone”) and provides forreports to FMC with respect to each Milestone (“Remedial Action Plan”) andprovide 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 tovalidate successful completion of the Remedial Action Plan.

**4.04****                        Custody Procedure**.  The Servicershall hold all Original Credit Agreements and related documents Servicedhereunder on behalf of the Owner and shall retain each such Credit Agreementand related documents until five (5) years after the earlier of (a) the dateupon which the Student Loan evidenced by such Credit Agreement and relateddocuments is paid in full or (b) the date upon which the Student Loan isdeconverted from Servicer’s Servicing System. The Servicer shall maintain all Original Credit Agreements that have anoriginal, wet signature in a fire resistant vault equipped with a firesuppression system which is connected to an alarm and a security lockingsystem.  Servicer shall createmicrofilm or electronic records of all Original Credit Agreements and relateddocuments at no additional cost to FMC and shall maintain such microfilm orelectronic records on-site at the Servicer’s Servicing center at Harrisburg, PA and at an off-site facility in afire resistant vault equipped with (a) a fire suppression system which isconnected to an alarm and (b) with a security locking system at least 100 milesaway from the on site facility used to house the Original Credit Agreements andrelated documents. The Servicer shall supply FMC, upon request,microfilm or electronic copies of Original Credit Agreements and relateddocuments.  FMC or its designated agent shall have theright to inspect all security procedures during Servicer’s regular businesshours.  The Servicer shall provide FMCwith sixty (60) days advance notice of any change in the physical location, ofthe Original Credit Agreements and related documents or any relocation of theServicer’s Servicing center.  AllOriginal Credit Agreements at all times shall be stored in a state other thanthe State of Louisiana.

**4.05****                        Lost orDamaged Records**.  In the eventthat records or other data submitted to the Servicer for Servicing should belost or damaged while in the possession, control or custody of the Servicer orits agents, such lost or damaged records or data shall be reproduced by theServicer at the Servicer’s own cost and expense from microfilm or imageduplicates in the Servicer’s possession or under the Servicer’s control and theServicer shall pay the Owner’s expenses associated with such lost or damagedrecords or data, including but not limited to reasonable attorney’s fees.  In the event that a Student Loan becomesuncollectible, unenforceable or loses the guarantee of the Insurer or otherentity which pays default claims on Student Loans, due to loss or destructionof records or data in the possession, control or custody of the Servicer or itsagents then the Servicer

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shall, on demand, pay to the Owner the principalbalance (including capitalized interest) plus any unpaid interest due on anysuch Student Loan and the Owner shall thereupon assign all of its right, titleand interest in any such loan to the Servicer.

**4.06****                        SystemChanges**.  The Servicer has theright to change any part or all of its equipment, its Servicing system,computer programs, and its procedures relating to the manner of or themethodology used in servicing the Student Loans, subject to the following:

(a)                                Inno event shall such change abrogate or in any way modify the obligations of theServicer to Service the Student Loans or the Committed Student Loans in fullcompliance with all applicable federal and state laws and regulations, theterms and conditions of the Credit Agreements, the Servicing Guidelines, theProgram Manual or the terms of this Agreement, including without limitation theService Level Agreement, or the quality of the Service.

(b)                               Aspart of the quarterly meeting discussed in Section 4.09 below, the technicaland operational staffs of Servicer and FMC shall discuss upcoming systemchanges for each party and to follow up on any emergency changes implementedduring the prior quarter under subsection (d) below. The parties agree thatthey shall provide reasonable information about the nature and effect ofchanges that the parties reasonably believe may affect the operations orprocesses of the other and shall determine the extent to which the other partyneeds to be involved in the testing of changes to its own system.  At each meeting, the parties shall alsodiscuss proposed implementation dates for system changes and shall make bestefforts to avoid implementation dates that will have a material adverse impacton the operations of the other party.

(c)                                Servicer shall test, prior to implementation, eachsystem change that will affect the Servicing of Student Loans to determine thatsuch change will not result in adverse consequences to its obligations underthis Agreement. Servicer will document all changes and corresponding testing ofsuch changes.

(d)                                 Ifthe need to make any emergency changes arises, Servicer shall notify FMC ofsuch need as soon as is reasonably possible but in all cases prior to theimplementation of any change. Servicer shall track all emergency changes.

**4.07****                        SystemAccess**. ** **Servicershall, at the direction of FMC and only at the direction of FMC, provide FMC,FMDS on behalf of each Owner, TERI, and FMER as agent for TERI with web-basedaccess to Student Loan and Committed Student Loans files, or portions thereof,in accordance with the terms of the System Access Schedule, which shall setforth, without limitation, the type of access and/or online services that mustbe available to each type of user and the minimum user access securityrequirements that must be implemented on Servicer’s Servicing system.  Servicer shall at all times maintain thesecurity of user access to its Servicing system in conformity with the securityprovisions of the System Access Schedule, which shall include, withoutlimitation, Servicer’s review of the individual user access rights of Serviceremployees

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and other users no less frequently than every ninety (90) days.

**4.08****                        System Parameters.**  The Serviceris responsible for designing, implementing and maintaining its Servicing systemin accordance with the requirements of this Agreement, including withoutlimitation the System Requirements Service Level Agreement.

**4.09**                        **Operations Meetings;Procedures Manual. **TheServicer and FMC agree that they shall mutually schedule and conduct a jointmeeting of their operational staffs no less frequently than once per calendarquarter for the discussion, tracking, and resolution of any operational issuesrelevant to the Servicing of Student Loans under this Agreement (each suchmeeting, an “Operations Meeting”).

As part of the series ofoperational meetings, the Servicer and FMC shall create and maintain aprocedures manual for all aspects of Servicing which shall comply fully withthe terms of this Agreement, including without limitation the Service LevelAgreement, the Servicing Guidelines, the terms and conditions of the CreditAgreements, and all applicable federal and state laws (“Program Manual”). Servicer and FMC shallcollaborate on the Program Manual and shall complete the same within 180 daysof the execution of this Agreement. The final version of the Program Manualshall be negotiated, mutually agreed upon, and distributed between the Parties.The Program Manual shall be subject to the provisions of Section 11.01(confidentiality). As a condition precedent to the effectiveness of anyprovision of the Program Manual that has an impact on the Servicing Guidelines,the Servicing Guidelines must be amended pursuant to the terms thereof tocontain such provision. System changes that are needed as a consequence of anyprovision of the Program Manual will be completed within a timely manner and inaccordance with a schedule adopted by the parties at an Operations Meeting.

The parties shall reviewthe Program Manual annually for revisions and updates. The parties anticipatethat the Program Manual may include, without limitation, the followinginformation:

(a)                                  Description of all loanproduct terms relevant to Servicing for all Student Loans, including a historyof Program Year changes which shall commence upon execution of this Agreement;

(b)                                 Borrower communicationsletter bank;

(c)                                  Due diligence procedures;

(d)                                 Procedures for delinquencyand default, including but not limited to bankruptcy and death;

(e)                                  Forbearance procedures andforms;

(f)                                    Cancellation policies andprocedures;

(g)                                 Disbursement procedures;

(h)                                 Deferment processing andenrollment confirmation requirements;

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(i)                                     Skip tracing procedures;

(j)                                   Consumer Reporting Agencyreporting;

(k)                                  Service levels, includingwithout limitation

(i)                                     Customer Service for phone,web and paper communications, including issue resolution and quality control

(ii)                                  Payment processing

(iii)                               Origination Processing (asapplicable)

(iv)                              Conversion Processing (asapplicable) and,

(v)                                 System Availability andParameters;

(l)                                     Default Prevention (asapplicable);

(m)                               Fraud detection; Identitytheft and fraud claim processing (FACT Act);

(n)                                 Servicer  “cure” procedures;

(o)                                 Escalation procedures forDisaster Recovery and Business Continuity Plans;

(p)                                 Servicing reports; and

(q) Secure communicationprotocol for borrower level data.

**4.10****                        Training. **Servicerwill assume responsibility, at its expense, for training of its staff to meetthe requirements of this Agreement, including all Schedules and Exhibitshereto.

**4.11****                        Customer Service.**  Servicershall implement, maintain and monitor all Services which interface withBorrowers in accordance with the Customer Service Schedule, which shall includewithout 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 shallhave the right to request changes to, and approve the form and substance of,all correspondence sent to Borrowers that is customizable by the Servicer atthe Owner level (as opposed to a guarantor level), including but not limited topre-repayment letters and collection correspondence that Servicer is requiredto send to Borrowers pursuant to the Servicing Guidelines or any federal orstate regulation. Servicer’s inability to customize at the Owner level shallnot excuse its obligation to comply with all applicable laws. Borrowercorrespondence approved pursuant to this Section 4.12 shall become part of theProgram Manual. Requested changes to letters shall be completed within a timelymanner in accordance with a schedule adopted at an Operations Meeting.

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**4.13****                        Collections**.  All sums received by the Servicerwith respect to any Student Loans, whether attributable to principal orinterest shall be received in trust for the benefit of the Owner.  All funds received on behalf of Borrowersshall be deposited in a Servicer-owned and maintained clearing account, that isa separate account in which funds are not commingled with Servicer’snon-collection account funds.  Within two(2) Business Days, all available funds from Student Loans shall beelectronically transmitted to an account designated by FMC.

**4.14**                        **Late Fees**. FMC and Servicer agree that a Borrower in repayment status (which refersto a Borrower’s Student Loan Serviced under the terms of this Agreement forwhich, under the terms of the Borrower’s Credit Agreement(s), the repaymentperiod has commenced, and includes Accounts in post-grace period deferment orforbearance) may be assessed late fees when payments are overdue, to the extentallowed by applicable law and the terms of the Credit Agreement(s), subject toFMC’s approval of late fee systems, and in accordance with the terms of thisSection (herein referred to as “Late Fees”). FMC or FMC’s affiliate First Marblehead Data Services, Inc (“FMDS”), inits capacity as SPE administrator, shall notify Servicer, in writing, of theLate Fees criteria which such party desires the Servicer to apply to eachStudent Loan type.  Such criteria shallinclude, but not be limited to, Late Fee amounts, time period and applicablestate law in which Late Fees will be assessed to Student Loan Accounts.  FMC or FMDS, as applicable, may establishdifferent Late Fee criteria for Student Loans having different ownercodes.  FMC or FMDS, as applicable,directions as to Late Fee criteria shall apply to all loans, including thoseowned by an SPE.  Late Fee criteria forsome product types may include “no late fee.” The Servicer reserves the right to submit questions pertaining to therequirements regarding the assessment of Late Fees to a particular Student Loanportfolio and FMC or FMDS, as applicable, shall respond to Servicer’s questionswithin thirty (30) days. Late Fees shall be deducted from any payment(s)received from Borrowers as directed by FMC or FMDS, as applicable.  FMC agrees that Late Fees shall not beincluded in the amount of a claim if a default claim is submitted to theInsurer.

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

**4.16****                        Reports and Forms**. During the term of this Agreement, the Servicershall promptly and routinely furnish to FMC, sorted by SPE Owner, and to each Ownercopies of all material reports, records, and other documents and data asrequired by the Servicing Guidelines or as otherwise required by thisAgreement, including the reports set forth on the Required Reports Schedule.  All monthly reports shall be delivered inaccordance with (a) the data security requirements of the Secure CommunicationProtocol made a part of the Program Manual, and (b) the Required ReportsSchedule, unless otherwise expressly provided for herein. In the event that anyreports are not delivered to FMC as provided for herein, all fees due and owingthe Servicer under this Agreement may be withheld until such reports

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are received by FMC. The Servicer shall not have failed this standard if reports are delayedfor any reason beyond its control. The Servicer shall furnish in good conditionall forms and supplies necessary or appropriate to perform the Services, suchas letters, invoices, and forbearance applications, as specified in theSchedule(s) and any written and signed amendments thereto.

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

**4.18**                        **Reports to Consumer Reporting Agencies**.  The Servicer shall provide any and allreports on Accounts serviced hereunder required by the applicable law, thisAgreement, including without limitation the Servicing Guidelines, to theappropriate Consumer Reporting Agencies or credit information service and shallcorrect any errors caused by the incorrect reporting of information, in atimely manner not to exceed thirty (30) days. Servicer shall report to allnational Consumer Reporting Agencies, which are currently Experian, Equifax,and Transunion.  After any sale ofCommitted Student Loans to an SPE, Servicer shall promptly, but not later thanthe end of the reporting period for that month, correct its reporting to showthe correct name of the new Owner in the report, together with the name of theoriginating Program Lender. If FMC directs Servicer to make a report orcorrection of credit information to a Consumer Reporting Agency that is outsidethe Servicer’s customary practices, including but not limited to as part of alegal settlement with a Borrower, then the Servicer may condition making suchreport or correction on the completion of an acceptable writing that allocatesthe compliance, regulatory, and legal risk of making the requested report orcorrection.

**4.19****                        Data Error Correction; Account Adjustment.**  In the eventthat any data file transmitted to FMC or any Owner or any Account contains amaterial error, Servicer shall, within one (1) calendar day of discovery ofsuch error, notify FMC or the affected Owners of such error. Servicer shall usebest efforts to provide a corrected file as soon as possible but no later than [**] calendar days. For purposes of this Section 4.19, amaterial error includes, without limitation:

(a)                                  Failure to follow data format requirements or filenaming conventions established by the parties

(b)                                 Data corruption

(c)                                  More than [**] of the entries in the file are substantively incorrect (e.g., misposting)

(d)                                 Failure of the file properly to link data to otherfiles delivered by Servicer, or

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

Without limiting the foregoing, if FMC or any Ownerrequests that the Servicer make any correction or adjustment to any Account,the Servicer shall provide written confirmation that the correction oradjustment has been made.

**4.20**                        **Identity Theft Procedures**. The parties hereby adopt the Identity TheftProcedures, as set forth in the Servicing Guidelines attached hereto and asamended from time to time by agreement of the parties or as required byapplicable law.  FMC and the Servicer maysuggest changes to the Identity Theft Procedures from time to time or asrequired by applicable law.

**SECTION 5.  AFFIRMATIVE COVENANTS**

 

From the date hereof, Servicer covenants and agreesto the following:

 

**5.01****                        Government Approvals**.  The Servicershall maintain all licenses, permits, approvals and qualifications necessary tocarry out its obligations under this Agreement.

 

**5.02****                       ****Insurance.** Servicer and subcontractors engaged by Servicer to provide Services underthis Agreement shall also be required to maintain the insurance describedherein at limits acceptable to Servicer and FMC:

 

(a) Commercial GeneralLiability 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 [**] peroccurrence/[**] aggregate. This insurance shall be endorsed to include asAdditional Insured “FMC and its subsidiary and affiliated companies, as theirinterests may appear.” The required limits may be arranged through acombination of primary and excess policies, as needed. A copy of the additionalinsured endorsement must be attached to the certificate of insurance Servicerprovides to FMC.

 

(b) Automobile Liabilityinsurance for any vehicles operated by the Servicer or its employees inconnection with work or Services performed under this Agreement, includingowned, non-owned, borrowed, and hired autos, at limits not less than [**] peraccident.

 

(c)For contracts where Servicer’s personnel will have access to or control overphysical or electronic property of FMC or Owner and/or their customers and/orclients, Employee Dishonesty coverage (also known as a Fidelity Bond), coveringall employees and agents of the Servicer, at a limit not less than [**] foreach occurrence . This policy shall be endorsed to include as Loss Payees “Ownerand its subsidiary and affiliated companies, as their interests may appear,”and shall extend to the misappropriation of physical or electronic property ofothers in the possession or control of Service Personnel. Servicer shallprovide FMC with a copy of this policy prior to commencing work upon FMC’srequest, and thereafter annually upon FMC’s reasonable request. A copy of theLoss Payee endorsement or provisions shall also be attached to any certificateof insurance Servicer provides to FMC as evidence of this coverage.

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All coverage shall bemaintained with insurers licensed to transact insurance business in thestate(s) where Servicer maintains offices or operations. The insurers shallhave an A. M. Best rating of A- or better; deviations from that standard aresubject to review and approval by FMC. Servicer shall furnish Certificates ofInsurance and any required copies of policies or endorsements prior tocommencing any work under this Agreement and thereafter within 10 days of therenewal or replacement of any of the insurance policies described in theCertificates. Certificates of Insurance shall include an undertaking by theinsurer to provide 30 days prior written notice of cancellation or materialchange in coverage(s).

Upon FMC’s request,Servicer shall provide FMC with a copy of any policy or endorsement requiredhereunder. Regardless of any limitations to any indemnification of FMC or Ownerby Servicer as may be stated elsewhere in this Agreement, Servicer expresslyunderstands and agrees that if Servicer fails to maintain any of the requiredinsurance coverages, Servicer shall be directly liable for claims that wouldotherwise be covered by the insurance required of Servicer, its vendors and/orsubcontractors. Servicer shall also be responsible for the payment of anyapplicable deductibles.

 

**5.03****                       ****Notification.** Servicer shall promptly notify FMC in writing of (a) the occurrence ofany event which, if it had existed on the date of this Agreement, would haverequired qualification of the representations and warranties set forth inSection 6 (Representations and Warranties) herein; (b) a Material AdverseChange, including but not limited to,material financial difficulty, other catastrophic event, material change instrategic goals, or significant staffing changes; or (c) any materiallitigation which if adversely determined would cause a Material Adverse Change.

 

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

 

**5.05****                       ****Work Performed in United States**.  Unless this Agreement specifically providesotherwise, all Services must be performed in the United States and allProprietary Information and Customer Information, must be stored, maintained,accessed from, and utilized only by employees and sub-contractors in the UnitedStates.

 

**5.06****                       ****No Subcontractors**. With the exception of skip tracing services, the Servicer shall notutilize or engage a subcontractor to perform any Services under this Agreementwithout 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 FMCand persons hired by Servicer for skip tracing services must sign FMC’sstandard form of Confidentiality Agreement and are subject to theconfidentially and privacy and security obligations of Section 14.07 hereof.Servicer shall advise FMC upon periodic request of the entities to which it hassubcontracted skip tracing services.

 

**5.07****                        OFACCheck.**  All Servicer employeesperforming Services or supporting Servicer activities under this Agreement,regardless of their location, shall be validated by Servicer to not be on anylist published and maintained by the Government of the United States of Americaof persons or entities with whom any U.S. person or entity is

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prohibited fromconducting business.  Currently, thelists of such persons or entities can be found on the following web site:

 

The Specialty DesignatedNationals and Blocked Persons List of the Office of Foreign Assets Control —Department of Treasury athttp://www.ustreas.gov/offices/enforcement/ofac/sdn/index.html.

 

In the event of Servicerbecoming aware of any Servicer employee involved in providing Services beingincluded in the list of prohibited persons or entities, Servicer shall provideFMC with immediate notice thereof.

 

Servicer shall conductperiodic reviews, no less frequently than quarterly, of the lists mentionedabove.  Servicer shall report to FMCimmediately if the name of any Servicer employee performing the Servicesmatches with the name of any person listed on any list published by theGovernment of the U. S. of persons or entities with whom any U. S. person orentity is prohibited from doing business.

 

**5.08****                        FACTAct, PATRIOT Act and OFAC Check.** Servicer’s performance of its Servicing obligations under this Agreementin conformity with all applicable laws shall include, without limitation,compliance with the requirements imposed on Owner and Insurer as users andfurnishers of consumer report information under the Fair and Accurate CreditTransactions Act of 2003 and all regulations issued pursuant thereto, including,without limitation, timely and lawful response to any identity theft reportreceived from any Borrower or consumer reporting agency and the obligation torespond to a credit report reinvestigation request in accordance with theIdentity Theft Procedures.  Servicershall notify Owner if it becomes aware that any Borrower is on any listpublished and maintained by the government of the United States of America ofpersons or entities with whom the Owner’s transaction of business isrestricted, as those lists are currently set forth in Section 5.07 above and asmay be hereafter required by applicable law.

 

**5.09****                        Further Assurances.**  At any time,upon the reasonable request of FMC (or its nominee) or any Owner (or itsnominee), and subject to Servicer’s reasonable charges and reimbursement of anyout-of-pocket expenses, Servicer shall execute and deliver to such requestingparty or its designee such other certificates, agreements and instruments andtake such actions as such requesting party or its designee may reasonablyrequest in connection with its compliance with any legal or regulatoryrequirements, including, without limitation, any certifications required to bedelivered by such requesting party under any Securities and Exchange Commissionor other securities requirement or in connection with the Sarbanes-Oxley Act of2002.

 

**SECTION 6.  REPRESENTATIONS AND WARRANTIES**

 

The Servicer represents and warrants to FMC (andthese warranties and representations shall be deemed continuing and repeated asof the date each Student Loan shall become subject to this Agreement) asfollows:

 

**6.01****                        Existence. **The Servicer is a public corporation dulyorganized and validly existing and

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in good standing under the lawsof the Commonwealth of Pennsylvania, and is duly qualified to do business inall jurisdictions where its failure to so qualify would materially impair itsability to perform its obligations under this Agreement.

**6.02****                        Rightto Act.**No registration with orapproval of any governmental agency (except for approval as to form andlegality by the Attorney General for the Commonwealth of Pennsylvania) isrequired for the due execution and delivery or enforceability of thisAgreement. The Servicer has legal power to execute and deliver thisAgreement under the laws of Pennsylvania and to perform such Services andobserve the provisions herein under the lawsof Pennsylvania. By executing and delivering this Agreement, and by performingand observing the provisions of this Agreement, the Servicer will notviolate any existing provision of its Articles of Incorporation or its bylaws or any applicable law or violate orotherwise become in default under any existing contract or other obligationbinding upon the Servicer. The officers executing and delivering this Agreementhave been duly authorized to do so, and this Agreement is legally binding uponthe Servicer and enforceable against the Servicer in every respect.

**6.03**                        **Intellectual Property and Software Rights.  **Servicer’s performance of its obligationsunder this Agreement will not infringe any patent, trademark, copyright, or anytrade secret or other proprietary right of any third party. Servicer is thelawful owner or licensee of any software programs or other materials used byServicer 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 FMCfinancial reports, which in the opinion of the Servicer fairly and accuratelyreflect the financial operations of the Servicer and there has been no MaterialAdverse Change in the Servicer’s financial prospects since the date the reportwas provided which would require revision of the same.  No representation or warranty made by theServicer under this Agreement and no statement made by the Servicer in anyfinancial statement, certification, report, exhibit or document furnished bythe Servicer to FMC pursuant to or in connection with this Agreement is falseor misleading in any material respect (including by omission of materialinformation necessary to make such representation, statement or warranty notmisleading) as of the date given or made.

**6.05**                        **OFAC Check.**  Neither Servicer ,nor any of itssubsidiaries, Affiliates, directors, officers, agents, or employees is

(a)                                  anindividual or entity that is listed in the annex to, or is otherwise subject tothe prohibitions contained in, Executive Order No. 13224 on TerroristFinancing, effective September 24, 2001 (the “Executive Order”) or the Officeof Foreign Asset Control (“OFAC”) regulations;

(b)                                 anindividual or entity with whom FMC is prohibited from dealing or otherwiseengaging in business under any U.S. law, regulation, executive order and/orlists published by OFAC (including those executive orders and lists published byOFAC);

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(c)                                  anindividual or entity that is named on the most current list of “SpeciallyDesignated Nationals and Blocked Persons” published by OFAC on its officialwebsite or any replacement website or other replacement official publication ofsuch list; or

(d)                                 anindividual or entity with which any financial institution is prohibited fromdealing or otherwise engaging in any transaction under any laws or regulationsrelated to terrorism or money laundering.

**6.06****                        OngoingObligation.**  If at any time duringthe term of this Agreement, any of the representations contained in thisSection 6 are no longer true, Servicer will immediately notify FMC, and FMCshall have the immediate right to terminate this Agreement, without furtherobligation or penalty.  FMC will not berequired to pay any Early Termination or Record Return/Deconversion fee if thisAgreement is terminated pursuant to this Section 6.06.

**SECTION 7. INSPECTIONS: AUDITS**

**7.01.****                    ****FMC Audit of Books and Records.** FMC, itsaccountants, auditors, representatives and any Federal, state or localgovernmental or quasi-governmental officials with regulatory authority over FMCor FMC Affiliates shall have the absolute right, at FMC’s expense, upon notless than twenty (20) days prior notice (or such shorter notice period asrequired 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 to Services tobe provided by Servicer under this Agreement at the location(s) where Servicermaintains such books, records, documents, writings and information; and

(ii)to conduct such other examinations, tests or investigations with respect to theServices to be provided under this Agreement as FMC may deem necessary ordesirable in FMCs sole and absolute discretion and at FMC’s expense, it beingacknowledged and agreed by Servicer that FMC shall have full and unrestrictedrights of access to books, records, documents, other writings and information,whether in hard copies, electronic form or otherwise, relating to the Servicesto be provided by Servicer under this Agreement, at any time during normalbusiness hours.

**7.02.****                    ****Sarbanes Oxley Compliance.******If requestedby FMC, Servicer shall participate in Sarbanes-Oxley Act of 2002 (“SarbanesOxley”) compliance testing conducted by FMC with respect to the Services on aquarterly basis and shall provide documents and information as reasonablyrequested by FMC to conduct such compliance testing. Servicer agrees to provideany assistance reasonably requested by FMC to enable FMC to comply withSarbanes Oxley, the rules of the Public Company Accounting Oversight Board andrules of the Securities and Exchange Commission relating to disclosure controlsand procedures and inquiries by the SEC or other regulatory agency. Such

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assistanceshall include but shall not be limited to: (i) documenting Servicer’s controlsand procedures relating to the Services; (ii) cooperating with FMC’s auditorsin connection with the testing of such controls and procedures; (iii) makingquarterly representations or certifications to FMC regarding any materialchanges to such controls and procedures; (iv) remediating any material weaknessor significant deficiency that would prevent FMC from complying with SarbanesOxley or any rules or regulations promulgated thereunder; and (v) providing anunqualified SAS 70 Type 2 Report issued by an independent certified publicaccounting (CPA) firm in connection with its provision of the Services.

**7.03.****                    ****SAS 70 Audit.** Servicer will engage, at its expense, anindependent CPA firm that adheres to professional standards established by theAmerican Institute of Certified Public Accountants (AICPA) to conduct reviewsof Servicer’s general controls associated with Servicer’s facilities, as wellas the controls associated with the Services and the programs used to providethe Services, including but not limited to controls over information technologyand related processes, The scope of the audit shall include all such matters asServicer’s auditor deems necessary or required to meet regulatory compliancestandards, including but not limited to an examination of the record keepingsystem and other equipment and software used by Servicer. Such reviews shall beperformed at such frequency and times as Servicer shall determine, but shall beperformed at least once annually. Within thirty (30) days of its receipt byServicer, Servicer shall provide FMC with a copy of each report submitted byServicer’s independent accountants regarding any of the matters set forth inthis paragraph. All such reviews shall comply with AICPA Statement on AuditingStandards (SAS) No. 70, and the reports obtained shall be of the type generallyreferred to (depending on the publication) as either Type “II” or “B”. In aType II report, the Servicer auditor will express an opinion on (1) whether theServicer’s organization description of its controls presents fairly, in allmaterial respects, the relevant aspects of the Servicer’s organization controlsthat had been placed in operation as of a specific date, and (2) whether thecontrols were suitably designed to achieve specified control objectives, and(3) whether the controls that were tested were operating with sufficient effectivenessto provide reasonable, but not absolute, assurance that the control objectiveswere achieved during the period specified. If the Servicer’s auditor proceduresreveal exceptions or control deficiencies, then Servicer shall take steps tocorrect the control objective, at no cost to FMC.

**7.04.****                    ****Operational Audits.** Upon twenty (20) days notice from FMC,and subject to Servicer’s reasonable security requirements, Servicer shallprovide to FMC (and FMC’s internal and external auditors, inspectors, regulatorsand other representatives that FMC may designate from time to time) access atreasonable hours to Servicer’s personnel, to the facilities at or from whichServices are then being provided, and to Servicer’s records and other pertinentinformation, all to the extent relevant to the Services and Servicer’sobligations under this Agreement. Such access shall be provided for the purposeof performing audits and inspections of Servicer and its businesses and toexamine Servicer’s performance of loan servicing under this Agreement including(i) verifying the integrity of the Servicer data; (ii) examining the controls(e.g., organizational controls, input/output controls, system modificationcontrols, system design controls and access controls) and the security,disaster recovery and back-up practices and procedures; (iii)

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examiningServicer’s measurement, monitoring and management tools; and (iv) enabling FMCto meet applicable legal, regulatory and contractual requirements. Servicershall provide any assistance reasonably requested by FMC or its designee inconducting any such audit.

**7.05****                       ****Regulatory Audits****.** Withinthirty (30) days of its receipt, Servicer shall provide FMC with a summary ofany audit results performed by a federal or state regulator concerning theServices provided under this Agreement, including but not limited to theDepartment of Education. The content of any such summary shall be subject toServicer’s reasonable security requirements. When the regulatory auditor’sprocedures reveal exceptions or control deficiencies, then Servicer shall takesteps to correct the control design deficiency or operating effectivenessdeficiency in all material respects. If such audit reveals that the servicesprovided by Servicer do not cause Servicer’s operations to meet the auditor’srecommendation, then Servicer shall provide such further services as arenecessary to bring its operations into conformance with the auditor’srecommendations to such level and degree, at no cost to FMC.

**7.06.****                    ****Financial and Other Information.** Servicershall provide FMC with the following:

(a)Within forty-five (45) days after the end of each of the first three quartersof each fiscal year, unaudited financial statements of Servicer for suchquarter, setting forth the information called for as of the end of, and forsuch 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 anannual report as to the obligations and activities of Servicer during suchfiscal year, and financial statements for such fiscal year, setting forth inreasonable detail:

(i)the balance sheet for Servicer and its programs showing the assets andliabilities of the programs at the end of such fiscal year;

(ii)a statement of Servicer’s revenues and expenses in accordance with the categoriesor classifications established by Servicer for its operating and programpurposes and showing the revenues and program expenses during such fiscal year;and

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

Theannual report shall be accompanied by an Independent Auditor’s Report statingthat the financial statements present fairly, in all material respects, the netassets of the Servicer as of the years stated, and its changes in net assetsand cash flows for the years then ended, in conformity with accountingprinciples generally accepted in the United States of America.

**7.07.****                 ****Annual Statement as to Compliance.** TheServicer shall deliver an annual report to FMC on or prior to March 31 of eachyear commencing March 31, 2006, signed by the Chief Executive Officer (“CEO”)or Executive Vice President (“EVP”) of the Servicer,

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statingthat (a) a review of the activities of the Servicer, and the Servicer’sPerformance under this Agreement, for the previous twelve (12) months endingSeptember 30 has been made under such CEO’s or EVP’s supervision and (b) to thebest of such CEO’”s or EVP’s knowledge, based on such review, the Servicer hasor has caused to be performed all of its obligations under this Agreementthroughout such year and that no default has occurred, or if such a default hasoccurred and is continuing, specifying each such event, the nature and statusthereof and the steps necessary to remedy such affair. In the event that theServicer has delegated any servicing responsibilities with respect to theStudent Loans to a subservicer or subcontractor, the Servicer shall deliver asimilar annual report by any such subservicer or subcontractor as describedabove as and when required with respect to the Servicer.

**7.08.****                     AnnualIndependent Public Accountant’s Servicing Reports**; **Assessmentsof Compliance and Attestation Reports**. On and after January1, 2006, the Servicer shall service and administer all Student Loans inaccordance with all applicable requirements of the servicing criteria set forthin Item 1122(d) (the “Servicing Criteria”) of Regulation AB (17 C.F.R. §§229.1100 - 229.1123) (“Regulation AB”) promulgated by the Securities andExchange Commission (the “SEC”) under the Securities Act of 1934, as amended(the “Exchange Act”).  Pursuant to Rules13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation AB, theServicer shall deliver to FMC, the related Trustee and any other PermittedAssignee, at the cost and expense of FMC, the Trustee, or a Permitted Assignee,on or before August 31 of each year commencing in 2006, a report regarding theServicer’s assessment of compliance (an “Assessment of Compliance”) with theServicing Criteria during the previous twelve (12) months ending June 30.  The Assessment of Compliance must bereasonably satisfactory to the related Trustee, and as set forth in RegulationAB, the Assessment of Compliance must contain the following:

(a)                                  Astatement by a Servicing officer of such Servicing officer’s responsibility forassessing compliance with the Servicing Criteria applicable to the Servicer;

(b)                                 Anassessment by such Servicing officer of the Servicer’s compliance with theapplicable Servicing Criteria for the period consisting of the previous twelve(12) months ending June 30, including disclosure of any material instance ofnoncompliance with respect thereto during such period, which assessment shallbe based on the activities the Servicer performs with respect to asset-backedsecurities transactions taken as a whole involving the Servicer, that arebacked by the Student Loans;

(c)                                  Astatement that a registered public accounting firm has issued an attestationreport on the Servicer’s Assessment of Compliance for the period consisting ofthe previous twelve (12) months ending June 30; and

(d)                                 Onor before August 31 of each year commencing in 2006, the Servicer shall furnishto FMC, the related Trustee and any other Permitted Assignee a report (an “AttestationReport”) by a registered public accounting firm that attests to, and reportson, the Assessment of Compliance made by the Servicer, as required by

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Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) ofRegulation AB, which Attestation Report must be made in accordance withstandards for attestation reports issued or adopted by the Public CompanyAccounting Oversight Board.

The Servicer shall cause any subservicer, and any subcontractor determinedby the Servicer to be “participating in the servicing function” within themeaning of Item 1122 of Regulation AB, to deliver to FMC, the related Trusteeand any other Permitted Assignee an Assessment of Compliance and AttestationReport as and when provided above.

Each of the parties to this Agreement acknowledges and agrees that thepurpose of this Section 7.08 of this Agreement is to facilitate compliance withthe provisions of Regulation AB, as such may be amended from time to time andsubject to clarification and interpretive advice as may be issued by the staffof the SEC from time to time.  Therefore,each of the parties agrees that (a) the obligations of the parties hereundershall be interpreted in such a manner as to accomplish that purpose, (b) theparties’ obligations hereunder will be supplemented and modified as necessaryto be consistent with any such amendments, interpretive advice or guidance,convention or consensus among active participants in the asset-backedsecurities markets, advice of counsel, or otherwise in respect of therequirements of Regulation AB, (c) the parties shall comply with requests madeby FMC, the Administrator, any Trustee or other Permitted Assignee for deliveryof additional or different information as FMC, the Administrator, any Trusteeor other Permitted Assignee may determine in good faith is necessary to complywith the provisions of Regulation AB, and (d) no amendment of this Agreementshall be required to effect any such changes in the parties’ obligations as arenecessary to accommodate evolving interpretations of the provisions ofRegulation AB.

**7.09****                    ****Cooperation with Audits; Follow-Up.** Servicershall 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 chargeFMC for the management hours or fees with respect to the time spent by Servicer’smanagement and employees reasonably necessary in providing assistance to FMC,FMC’s internal and external auditors, or any governmental authority performingany audits, compliance, security and control testing. If any audit reportestablishes that Servicer’s performance of the Services is not in compliancewith 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 improveServicer’s performance to the level required by this Agreement. In the eventthat any financial audit report reveals that any changes or expenses have beenoverbilled or underbilled, then FMC shall make adjustment in the fees andinvoices as necessary on a prospective basis in future months as necessary tocorrect errors or maintain compliance with the Agreement, or Servicer or FMCshall render a payment to the other party as necessary to correct thediscrepancy.

**7.10****                       ****Accelerated and Emergency Audits**.  In the event that FMC has the right toterminate this Agreement under Section 14 (Termination), whether or not suchright is exercised, FMC shall have the right to perform or cause to beperformed any audit, examination or inspection described in this Agreement,without any limitations or requirements as to

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notice,frequency, duration, business interruption, or other such limitation orrequirement for the benefit of the Servicer. All costs of such an acceleratedor emergency audit shall be borne by FMC.

**SECTION 8.  CHARGES ANDPAYMENTS.**

**8.01****                        Fees. **The Servicer shall provide all aspect of theServices at its sole cost and expense, except as otherwise provided in thisAgreement, and shall be compensated as set forth this Agreement, includingwithout limitation the Fee Schedule.

**8.02****                       ****Rate Change**.  To the extent that an increaseoccurs in the costs incurred by the Servicer in providing the Serviceshereunder due to: (a) changes in the Servicing Guidelines or this Agreement,including without limitation the Service Level Agreement, (b) legislative andregulatory changes beyond the control of the Servicer which pertain to themanner of servicing of the Student Loans in accordance with Section 4.01herein, (c) changes in United States Postal Service postage rates, or (d)material changes requested by FMC in the Services provided herein, includingbut not limited to changes contemplated in Section 4.09 hereof, the Servicershall have the right to make a compensating increase to the Servicing fees setforth herein and in the Fee Schedule.

Such increase shall be limited to Servicer’s actualincremental cost increase resulting from such changes.  Servicer shall give FMC ninety (90) daysprior written notice before implementing any such increase in Servicing feespursuant to this Section. Such notice shall set forth the bases of, as well asthe computation used in determining, any increase.

**8.03****                        Invoices**.  Invoices for the Servicer’s Services, includingthe collection of Late Fees collected on behalf of FMC or any Owner as setforth in Section 4.14 herein and the Fee Schedule, shall be rendered by theServicer after each month end with payment to be paid by FMC or the Owner, andshall be delivered electronically, or, upon request by FMC or the Owner, as apaper copy. Separate invoices shall be rendered for each Owner.  All invoices are payable net forty-five (45)days from the date of the invoice.  Iffull payment is not received within sixty (60) days of the invoice date, exceptas to amounts which are under good faith dispute, the Servicer may assess aninterest charge of [**]% per month ([**]% annual percentage rate) on the unpaid balance fromthe date of the initial billing until fully paid.  FMC or the affected Owner shall report anydisputes to the Servicer regarding an invoice for Servicing within sixty (60)days of the invoice, and the Servicer shall research the disputed item andrespond to FMC or the affected Owner(s).

**SECTION 9.  LIABILITY**

The Servicer agrees to pay for any claim, loss,liability or expense, including reasonable attorney’s fees, which arises out ofor relates to the Servicer’s acts or omissions with respect to the Servicesprovided under this Agreement (including, without limitation, any refusal ofthe Insurer to pay any claim based on Servicer’s failure to conform to theServicing Guidelines), where the final determination of liability on the partof the Servicer is established by an arbitrator, by a court of law withcompetent jurisdiction over the Servicer or by way of

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settlement agreed to by the Servicer. This provisionshall not be construed to limit the Servicer’s or FMC’s rights, obligations,liabilities, claims or defenses which arise as a matter of law or pursuant to anyother provision of this Agreement. This provision shall take effect as of thedate on which each individual Student Loan is converted to the Servicer’sservicing system and shall apply to default claims rejected or paid subject topenalty due to errors on the part of the Servicer which occur after the date ofconversion to the Servicer’s system. Furthermore, nothing herein shallbe read or construed as a waiver of the sovereign immunity of the Commonwealthof Pennsylvania, except to the extent authorized by the laws of saidCommonwealth.

The Commonwealthof Pennsylvania has created the Board of Claims, pursuant to the provisions ofthe act of May 20, 1937, P.L. 728, as amended by the act of October 5, 1978,Act No. 260, 72 P.S. 4651-1 et seq., for the adjustment of claims arising fromcontracts entered into by the Commonwealth or an agency of the Commonwealth.Subject to the statutory jurisdictional requirements, any and all claimsagainst PHEAA respecting any matter pertaining to this Agreement or any partthereof may be instituted in the Board of Claims.

FMC agrees to pay for any claim, loss, liabilityor expense, including reasonable attorney’s fees and court costs, arising outof or relating to FMC’s acts or omissions with respect to the Student Loans coveredby this Agreement, where the final determination of liability on the part ofFMC is established by an arbitrator, by a court of law or by way of settlementagreed to by FMC. This provision shall not be construed to limit FMC’s or theServicer’s rights, obligations, liabilities, claims or defenses which arise asa matter of law or pursuant to any other provision of this Agreement.

If the Insurer rejects a claim on account ofServicer’s failure to conform to the Servicing Guidelines in Servicing a StudentLoan, the Servicer will start the cure process described in the ServicingGuidelines for the purpose of reinstating FMC’s or any Owner’s claim againstthe Insurer. (Student Loans in such status are hereinafter referred to asStudent Loans in “Cure Status”). An indicator will be placed in the StudentLoan record indicating the start (and the date) of Cure Status. Within twelve(12) months of the initiation of Cure Status, if Insurance has not beenreinstated in accordance with the Servicing Guidelines, the Servicer shallpurchase any such Student Loan by paying to FMC or the Owner (as applicable) anamount equal to the principal balance and all accrued and unpaid interestthrough the date of purchase. The Owner will assign its right, title andinterest in any Credit Agreement to the Servicer where the Servicer haspurchased such note. Within thirty (30) days after a final determinationpursuant to Section 9 that Servicer was not responsible for causing the loss ofInsurance, FMC will repurchase any and all such uninsured Student Loans for anamount equal to the purchase price plus any other costs incurred by Servicer intheir purchase.

**SECTION 10.  FORCEMAJEURE**

**10.01****                **Neither Servicer nor FMC shall be liablefor any failure or delay in the performance of its obligations under thisAgreement to the extent such failure or delay is caused by any acts of war,terrorism, civil riots or rebellions, quarantines, embargoes and other similarunusual governmental actions, extraordinary elements of nature or acts of God,judicial or governmental action, emergency regulation or labor dispute orunrest, provided that and only to the extent that Servicer or FMC could notreasonably circumvent the failure or delay through the use of commerciallyreasonable alternate sources, workaround plans or

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othermeans (“Force Majeure”). An event shall not be considered a Force Majeure eventto the extent that proper implementation of the Business Continuity Plan (asdefined below) would have enabled the Servicer to continue performancehereunder in a timely manner. The occurrence of a Force Majeure event shall notexcuse the Servicer from having in place reasonable safeguarding plans andprocedures adequate for protecting all Proprietary Information and CustomerInformation of FMC and any Owner.

Notwithstandingany other provision of this Section, a Force Majeure event shall obligate andrequire Servicer to commence its Disaster Recovery Plan (as defined below). Ifany Force Majeure event prevents, hinders or delays performance of the criticalServices for more than three (3) days or results in data loss in excess offorty-eight (48) hours, FMC may procure any affected Services from an alternatesource at FMC’s cost and expense.  If theForce Majeure event continues to prevent, hinder or delay performance of anyServices which are of a critical nature for an additional four (4) days, FMCshall have the right to terminate this Agreement on not less than fifteen (15)days prior written notice to Servicer, provided that Servicer will be responsibleto continue Services up to the effective date of such termination.  FMC shall not be required to pay any EarlyTermination or Record Return/Deconversion Fees for a termination of thisAgreement pursuant to this Section.

**10.02****                **Without limiting Servicer’s obligationsunder this Agreement, whenever a Force Majeure event causes Servicer toallocate limited resources between or among Servicer’s customers, FMC and anyOwner, as applicable, shall be treated at least as favorably as Servicer’s mostfavored customers.

** SECTION 11.  CONFIDENTIAL INFORMATION/PRIVACY/SECURITY**

**11.01.****              Proprietary/ConfidentialInformation.**  Each partyunderstands and acknowledges that in the performance of this Agreement, eachparty (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, butnot be limited to, FMC’s customer information, the Disclosing Party’s technicaland financial data, design, process, procedures, formula, business logic,presentation or strategy, new products and marketing plans that arecommercially valuable to such Disclosing Party and all trade secrets, ideas,know-how, data, compilations, inventions, literary, artistic, graphicalor other works and improvements, in each case whether or not patentable,copyrightable or otherwise subject to intellectual or industrial propertyprotection, and whether or not registrable or subject to any registrations or applicationstherefor, and any of the same relating to or owned by any subsidiary oraffiliate of the Disclosing Party.

(i)                                     Recipientagrees to keep all such Proprietary Information confidential, and not disclose,transfer, use, copy, or allow any employees or any third parties access to anysuch Proprietary Information, except for those who have a need to know suchProprietary Information in order for the Recipient to accomplish therequirements of this Agreement and who are individually bound by contractualobligations of confidentiality and limitation of use sufficient to give effectto this Section 11. Recipient will (a) keep alldocuments and any other material

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containing or incorporating any of the Proprietary Information at the usualplace of business of Recipient, subject to physical access restrictionsacceptable to Disclosing Party, (b) not use, reproduce, transform or store anyof the Proprietary Information in any externally accessible computer orelectronic information retrieval system unless such system is adequatelyprotected against unauthorized access, and (c) make copies of the ProprietaryInformation only to the extent that the same is required pursuant to thepurposes of this Agreement. In no event shall Recipient disclose anysuch Proprietary Information to any competitors of Disclosing Party.  In the event of a joint venture betweenServicer and another entity, Servicer agrees to maintain the confidentiality ofall such Proprietary Information of FMC and not to disclose the same in any mannerto the joint venture entity without the prior written consent of FMC.  Upon request by the Disclosing Party and upontermination of this Agreement, the Recipient shall promptly return all suchProprietary Information retaining no copies and remove any copies of the Proprietary Information in any formwhatsoever on the Recipient’s computer and information storage systems.  Recipient shall also provide to theDisclosing Party a written certification of destruction signed by an officer ofthe Recipient duly authorized to legally bind the Recipient certifying andwarranting that no copies of theProprietary Information****havebeen retained.  Recipient agrees andunderstands that the Disclosing Party retains all right, title and interest inand to all of its Proprietary Information and any intellectual property andindustrial rights therein, including (without limitation) any patents,copyrights and registrations thereof and applications therefor, and theDisclosing Party will have all the rights and remedies available to it as aresult of such right, title and interest. This Agreement does not grant or constitute an assignment of or licensein or to any such Proprietary Information or intellectual or industrialproperty, including, without limitation, for the development, manufacture orsale by Recipient of products or services based on Proprietary Information orfor any other use of Proprietary Information by Recipient except as expresslyprovided herein.

(ii)                                  Recipient’sduty hereunder shall not extend to such Proprietary Information which (a) isrightfully received by Recipient from a third party under no duty ofconfidentiality to the Disclosing Party; (b) is approved in writing byDisclosing Party for disclosure;  (c) isalready in the public domain or which, after disclosure, becomes part of thepublic domain or otherwise generally available to the public throughpublication or otherwise through no fault of the Recipient (d) the Recipientcan show is lawfully in its possession at the time of disclosure and was notacquired, directly or indirectly, from the Disclosing Party or anyone else who,to the knowledge of the Recipient, was subject to any obligations ofconfidentiality to the Disclosing Party, (e) developed independently from theDisclosing Party and which the Recipient can show by contemporaneous recordswere developed without reference to the Disclosing Party’s ProprietaryInformation or (f) is compelled by a validly issued subpoena, court order,governmental request or request of a law enforcement agency.

(iii)                               Recipientacknowledges that the Disclosing Party shall have the right to take allreasonable steps to protect their interests in keeping the ProprietaryInformation and the Confidential Information confidential, including, but notlimited to, injunctive relief and any other remedies as may be available at lawor in equity in the event Recipient does not fulfill its obligations under thisSection 6.

**11.02****                 Privacy.          **EachParty shall comply with all federal and state laws, and rules

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and regulations ofapplicable regulatory agencies, protecting the Confidential Information andprivacy rights of FMC, its customers and consumers, including, withoutlimitation, Title V of the federal Gramm-Leach-Bliley Act and federal regulations implementing such act,Interagency Guidelines Establishing Standards For Safeguarding CustomerInformation 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. Section1831 et seq). Servicer will not directly or indirectly reuse or redisclose toany Affiliate (as defined below), or any unaffiliated entity or person, anyConfidential Information, including but not limited to, any personallyidentifiable consumer information, provided by FMC under this Agreement for anypurpose other than to perform the activities contemplated by this Agreement. All Confidential Information in the possession ofServicer, other than information independently obtained by Servicer and notderived in any manner from information obtained under or in connection withthis Agreement, is and shall remain confidential and proprietary information ofFMC, TERI, and/or the applicable Program Lender. If Servicer proposes todisclose Customer Information to any person or entity to assist Servicer toperform its duties under this Agreement, Servicer shall first enter into awritten confidentiality agreement with such person or entity under which thatperson or entity would be restricted from disclosing, using or duplicating suchCustomer Information, except as contemplated under this Agreement.  Notwithstanding any such confidentialityagreement, Servicer shall remain liable to FMC, Program Lender or any Owner, asapplicable, for any failure of such person or entity to comply with suchconfidentiality agreement to the extent that such noncompliance, if engaged inby Servicer, would be a breach of this Agreement.

Forpurposes of this Agreement “Affiliates” means all current or futurecorporations that directly or indirectly, through one or more intermediaries,Control (as defined below) or are Controlled by, or are under common Controlwith, FMC or Servicer  or that aresuccessors (whether by change of name, dissolution, merger, consolidation, reorganizationor otherwise) to any such corporations or their businesses and assets.  “Control” means the possession, directly orindirectly, of the power to direct or cause the direction of the management andpolicies of an entity through the majority ownership of voting securities.

For purposes ofthis Agreement, “Confidential Information” shall mean all data; records;correspondence; reports; borrower lists; documents; any personally identifiable information or records in any form (oral,written, graphic, electronic, machine-readable, or otherwise) relating to aBorrower, including, but not limited to: a Borrower’s name, address, telephonenumber, social security number, account number, loan payment or transactionalaccount history, account status, and the fact that the Borrower has arelationship with a Program Lender and Owner; other Borrowerinformation; or other documentation received by Servicer pursuant to theAgreement from FMC, or from the Borrower, or from the school which Borrowerattends, or information prepared and maintained by Servicer in the course ofits activities under this Agreement.

Servicer agreesnot to utilize any Confidential Information, includingbut not limited to the marketing of products or services to, or thesolicitation of business from, Borrowers, unless it is necessary to doso in order to fulfill an obligation under this Agreement.  Servicer also agrees that it will not sell,disclose, transfer, or rent any Confidential Information to any third party norwill it use any Confidential Information on behalf of any third party, withoutthe express written

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permission of FMCand the relevant Borrower.  Servicershall use a digital certificate on the web server to enable the use of SSL andHTTPS protocols. All internet transfers of Confidential Information and screenimages of the same shall be encrypted.

Serviceracknowledges that money damages may be both incalculable and an insufficientremedy for any breach of this provision by Servicer and that any such breachmay cause FMC irreparable harm. Accordingly, Servicer agrees that in the event of any breach orthreatened breach of this Section, FMC, in addition to any other remedies atlaw or in equity that it may have, shall be entitled without requirement ofposting a bond or other security, to equitable relief, including injunctiverelief and specific performance without proof of actual damages.

**11.03****                 SecurityProgram.**  Notwithstandinganything herein to the contrary, Servicer may receive or otherwise have accessto “Customer Information” (as defined in Appendix B to 12 CFR §30), inconnection with providing Services to FMC pursuant to the terms of theAgreement.  Servicer shall implement andmaintain an appropriate security program for Customer Information designed tomeet the following Objectives, as defined below, of the Interagency GuidelinesEstablishing Standards for Safeguarding Customer Information pursuant to theauthority of Section 501(b) of the Gramm-Leach-Bliley Act of 1999 (“InformationSecurity Program”).  “Objectives” means aprogram designed to (i) ensure the security and confidentiality of CustomerInformation (as defined below); (ii) protect against any anticipated threats orhazards to the security or integrity to Customer Information, and (iii) protectagainst unauthorized access to or use of Customer Information that could resultin substantial harm or inconvenience to any “Customer” (as defined in 12 CFR §40.3 (h)).  Servicer shall provide FMC onor prior to the Effective Date and thereafter, upon request, with a copy of itsinformation security and assurance policy and any updates or amendmentsthereto. Servicer agrees that upon reasonable notice and at Servicer’sconvenience, FMC may come to Servicer’s place of business and review thespecifics of Servicer’s security plan with Servicer.  It is understood and agreed that Servicershall not be required to have an Information Security Program in place thatimplements every security measure listed in each paragraph of Section III C ofAppendix A to 12 CFR § 30; provided that Servicer’s Information SecurityProgram is appropriate to address the level of risk and otherwise meets theObjectives.  FMC, its internal andexternal auditors and regulatory agencies (“Auditors”) shall be permitted,during normal business hours, to audit the Servicer’s Information SecurityProgram upon provision of sixty (60) days prior notice and provision of anagenda for the audit requirements. Servicer shall provide to the Auditors, upon request, a copy of aCyberTrust Certification Letter and a Type II SAS 70 Report which report shallinclude the operating controls associated with Servicer’s Information SecurityProgram and tests of those operating controls. Servicer shall be subject tosaid audits as long as Servicer continues to maintain, store or have access toCustomer Information.

Aspart of its information security program, Servicer shall take appropriatemeasures to properly dispose of “Consumer Information” and “CustomerInformation” as defined in The Interagency Guidelines Establishing Standardsfor Information Security (as revised, 12/28/04), 12 CFR Part 30 (Appendix B),whether such information is in paper, electronic or other form.  These measures should, at a minimum include:

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(i)                                     Burning,pulverizing or shredding of papers containing Consumer Information and CustomerInformation so that the information cannot practicably be read orreconstructed;

(ii)                                  Ensuringthe destruction or erasure of electronic media containing Consumer Informationand Customer Information so that the information cannot practicably be read orreconstructed; and/or

(iii)                               Ensuringthat any third party who performs the activities described in (a) and (b) onbehalf of Servicer above does so in a manner consistent with this Section.

Servicershall ensure that it does not retain Customer Information or ConsumerInformation for longer than it needs such information to perform itsobligations hereunder.  Servicer’sdisposal policy shall require that such information is reviewed and destroyedon a routine basis consistent with theServicer’s disposal policy.

Servicershall have in place and follow a routine destruction policy for all FMCConfidential Information, FMC data, deliverables and any working papers,correspondence, notes, memoranda, drafts or other material (whether inelectronic, paper or other form) related to Servicer’s performance under thisAgreement.  No such materials will beretained longer than such period as is set forth in Servicer’s policy periodfor retention unless mandated under this Agreement or by applicable law.

ThisSection is intended only to describe how to properly dispose of ConsumerInformation and Customer Information. Requirements related to when Customer Information and ConsumerInformation must be retained or destroyed are found elsewhere in this Agreementor under applicable law.

**11.04****                 SecurityBreach.**  In the event Servicer knows or reasonably believesthat there has been any unauthorized acquisition of or access to data thatcompromises the security, confidentiality, or integrity of “non-public****personalinformation” maintained by or for Servicer (a “Breach”), Servicer shall takethe following actions:

(i)                                     Immediatelynotify FMC of such Breach.

(ii)                                  Identifyto FMC at no cost to FMC what specific data, by customer and/or account numberhas or may have been Breached.

(iii)                               Monitorany affected accounts for any unusual activity (if appropriate).

(iv)                              Takemeasures to contain and control the incident to prevent further unauthorizedaccess.

(v)                                 Remedythe circumstances that permitted such Breach to occur.

(vi)                              Cooperatewith FMC as necessary to facilitate FMC’s compliance with any applicablefederal or state law regarding unauthorized access of customer personalinformation.

Forthe purposes of this section, “non-public****personal information” shall includeany two of the following:  a person’sname, address, social security number, telephone number, driver’s license orstate ID number, account number, credit/debit card account number, access code,password, identification number, or security code.  Servicer shall fully reimburse FMC for the 

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actual costs ofmailing notices to individuals whose data has or may have been Breached, wheresuch Breach is the direct result, in whole or in part, of Servicer’s breach ofthis Agreement, Servicer’s failure to conform to applicable law, or Servicer’snegligence.

**11.05****                ****Business Continuity and Site Disaster Recovery Plans**  Servicer shall maintain and shall test atleast once annually plans to continue business in the event of an interruptionto its business or unavailability of any site from which Services are beingperformed (the “Disaster Recovery and Business Continuity Plans”).  The Servicer agrees that its DisasterRecovery and Business Continuity Plan shall include, among other things,provision for the remote storage of computer software and data, for the remotestorage of copies of Student Loan documentation in conformance with Section4.04 (Custody), the availability of a location for off-site computer servicesand procedures covering all of the Servicer’s facilities used in connectionwith the Services in order to insure continuance of Services in the event of adisaster affecting any such Servicer facility and storage of a complete systemimage tape of both object code and source code for its student loan servicingsoftware at an off-site storage location designated by the Servicer anddisclosed to FMC.

TheServicer covenants and agrees that it shall create on a daily basiselectronically stored backup data for all Student Loan data for the particularday.  At aminimum, the Servicer’s core processing facilities and operations will includeredundant backup and security to ensure minimal exposure to systems failure orunauthorized access.  The Servicer willtake commercially available measures to ensure the continuity of operations viatape or other off-site backup mechanism. Power backup will be maintained throughout the core processingfacilities which affect performance of the Services should a power outageoccur.  The Business Continuity Plan mustmeet the Recovery Time Objective (RTO) and Recovery Point Objective (RPO) asdefined below:

The Service will beavailable within a three (3) day period following any significantoutage/incident (RTO = 72 hours) with a maximum of forty-eight (48) hours ofdata loss (RPO = 48 hours).

Servicershall test both its Disaster Recovery Plan and Business Continuity Plan on anannual basis and send its annual Overview of Business Recovery Exercise reportto FMC.  Servicer agrees that uponreasonable notice and at Servicer’s convenience, FMC may come to Servicer’splace of business and review the specifics of Servicer’s Disaster Recovery andBusiness Continuity Plans with Servicer. If any testing hereunder establishesthat Servicer’s performance of the Services is not in compliance with the termsof this Agreement, Servicer shall within thirty (30) days of its receipt of theresults of such testing, publish a Remedial Action Plan and provide the same toFMC. Such Remedial Action Plan shall include a schedule of Milestones and shallprovide for reports to FMC with respect to each Milestone. An event shall notbe considered a force majeure event to the extent that proper implementation ofthe Disaster Recovery and Business Continuity Plans would have enabled Servicerto continue performance hereunder in a timely manner.  The occurrence of a force majeure event ordisaster shall not excuse Servicer from having in place reasonable safeguardingplans and procedures adequate for protecting all FMC Confidential or ProprietaryInformation and Customer Information and Consumer Information. In the event ofa natural or other disaster beyond the Servicer’s control that

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interruptsthe Servicer’s performance of any such Services for any period, the Servicershall promptly respond to such disaster in accordance with the procedurescontained in the Disaster Recovery and Business Continuity Plans in order toresume performance of such Services.

**11.06****                 ServicerFirewall(s).**

(i)                                     Servicerwill create its firewall rules based on the principle of least accessneeded.  This means that the firewall(s)will only pass the traffic necessary for the system applications utilized byServicer in providing Services hereunder to function to the backend servers,and any unnecessary traffic will be blocked.

(ii)                                  Servicerwill segregate the Internet environment used to provide service to its clientsfrom the intranet environment used by internal Servicer personnel.

(iii)                               Anencrypted session will be used for connectivity between FMC and Servicer overthe internet.

**11.07****                 UserAuthentication Processes.** Servicer will follow its existing policies, procedures, and standardsfor authentication.  Servicer willprovide FMC with access to such policies and procedures at Servicer’s place ofbusiness.

**11.08****                 IntrusionDetection.**  Servicer willmaintain a current industry standard intrusion detection monitoring system thatprotects its infrastructure against system risk from outside users andvendors.  Servicer will actively monitorthe intrusion monitoring system and develop escalation procedures to notify FMCpersonnel in the event of a security breach pursuant to Section 11.04.

**11.09****                 RiskAssessment.**  Servicer shallcomply with industry best practices and standards regarding informationsecurity.  In addition to Servicer’sannual Type II SAS 70 audit, it shall partner with an external vendor for thepurpose of receiving a certification on Servicer’s information securitypractices and protocols. The external vendor shall at a minimum conductexternal and internal scans and audits of the Servicer’s network. On anon-going basis the external vendor shall provide to Servicer notification ofany malicious code, viruses or known threats so that Servicer may protect itsnetwork accordingly.  Additionally, on anannual basis, Servicer shall engage external vendors to conduct blind intrusiontesting to verify Servicer’s then current information security, controls,standards, and procedures.  Upon requestfrom the FMC, Servicer shall provide a certification letter from its externalvendors certifying Servicer’s compliance with industry best practices andstandards.  For each external vendorproviding services described in this Section 11.09, Servicer shall provide FMCwith a summary of such vendor’s reports and shall respond to any of FMC’sreasonable follow-up questions with respect to such summaries.  Any information provided to FMC under thisSection shall be deemed Proprietary Information.

**11.10.****              Survival.**The obligations set forth in this Section 11 as they pertain to ProprietaryInformation, Confidential Information, Customer and Consumer Information shallsurvive

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termination of thisAgreement and continue for so long as the relevant information remainsProprietary Information, Confidential Information, Customer Information orConsumer Information.

**SECTION 12.  DISPUTES**

In theevent of any dispute or disagreement between the parties hereto either withrespect to the interpretation of any provision of this Agreement or withrespect to the performance hereunder by the Servicer or by FMC, each of theparties will appoint, no later than thirty (30) days after the dispute ordisagreement has arisen as evidenced in writing by one of the parties, adesignated officer to meet for the purpose of endeavoring to resolve suchdispute or to negotiate for an adjustment to such provision.  In case no agreement is reached, a thirddesignated person may be appointed upon mutual agreement to resolve suchdispute or to negotiate with the previously designated officers to negotiatefor an adjustment to such provision.  Noformal proceedings for the judicial resolution of the initially designateddispute may be commenced until either of the designated officers concludes ingood faith that amicable resolution through continued negotiations of thematter in issue does not appear likely. In no event shall such dispute resolution procedure continue for morethan sixty (60) days after the appointment of the initially designatedofficers, after which period of time either party may choose to seek a finaldetermination of liability on the part of the other party by a court of law asset forth in Section 9 (Liability) herein.

**SECTION 13. ASSIGNMENT.**

**13.01****                 Assignment by the Servicer.**  This Agreement and all the rights andobligations of the Servicer hereunder may not without the prior written consentof FMC, which consent shall not be unreasonably withheld, be assigned orsubcontracted by the Servicer. Any successor must acquire substantially all ofthe assets or business of the Servicer, have the ability to perform theServices under the terms and conditions hereof, and be approved by the Insurerand reasonably acceptable to any Trustee.

**13.02**                 **Assignment to Permitted Assignee.**  The partiescontemplate that:

(a)                                pools of Committed Student Loans will be sold by theProgram Lender to SPEs in Securitization Transactions sponsored by FMC fromtime to time, and Permitted Assignees will receive a collateral assignment ofthe Committed Student Loans in each Securitization Transaction; and

(b)                               at the same time and as part of the same transaction,FMC will assign its rights under this Agreement to obtain Servicing of saidStudent Loans to said SPEs, which rights may be further assigned to PermittedAssignees, so that said Student Loans will be Serviced by Servicer under theterms of this Agreement, following execution by the parties of a ServicerConsent Letter.

**13.03****                 Effect of Assignment. **Servicer agrees that upon the assignment of FMC’srights under this Agreement with respect to a pool of Student Loans to aPermitted Assignee and the

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execution by the parties of a Servicer ConsentLetter, all obligations of FMC under this Agreement with respect to ongoing Servicingof such Student Loans, including without limitation the obligation to pay feesset forth in the Fee Schedule, shall cease, all rights and obligations of FMCunder this Agreement with respect to such Student Loans shall inure to the SPEand 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 tosaid SPE. Notwithstanding the foregoing, FMC shall retain rights under thisAgreement that do not relate to ongoing Servicing of such Student Loans, as setforth in Section 2.03 (Role of FMC).

**13.04****                 Notice Requirement prior to Sale of Student Loans.**  FMC shall use reasonable efforts to notifythe 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 priorto 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 StudentLoans to be sold. The actual sale date will be provided five (5) days prior tothe sale. Upon receipt of the above initial notice, the Servicer will provideFMC with available transfer dates within thirty (30) days.  Actual transfer dates shall be mutuallyagreed 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 respectto any Student Loans which are sold, assigned or transferred by a PermittedAssignee (other than a trustee under Section 13.02), upon the Servicer’sreceipt 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 Servicedhereunder, the Servicer shall contact the intended purchaser, assignee ortransferee (collectively, the “Transferee”) and offer to Service such StudentLoans for the Transferee for the balance of the term of this Agreement (and, atthe option of the Transferee, any extensions thereof) as follows: (i) if theTransferee or an affiliate, parent, subsidiary or other entity related to theTransferee (collectively, a “Related Entity”) has entered into a servicingagreement with the Servicer, under the terms and conditions of any suchagreement, or (ii) otherwise, under terms and conditions which are no lessfavorable than those terms and conditions which are contained in thisAgreement.  This subsection shall notapply to an assignment to a Permitted Assignee pursuant to Section 13.02.

(b)                                 Liability of Permitted Assignee upon Transferee’sAcceptance of Servicer’s Offer to Service Student Loans.  If theTransferee accepts the offer described in 13.05(a)(i) or (ii), the PermittedAssignee shall have no further obligation or liability to the Servicerhereunder with respect to such Student Loans, and the Early Termination Feesset forth in the Fee Schedule shall not be due and payable.  If the Transferee does not elect to have theServicer continue Servicing the Student Loans, the Permitted Assignee shall paythe Early Termination Fees set forth in the Fee Schedule.  This subsection shall not apply to anassignment to a Permitted Assignee pursuant to subsection 13.02.

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**Section 14.****                                   TERMINATION**

**14.01****                 Borrower’s Student Loan.****  **ThisAgreement shall terminate as to a specific Borrower’s Student Loan on theearliest of:

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

(b)                               theend of the month during which notification is given to the Servicer that aclaim for guarantee/insurance relating to the Student Loan has been paid by theInsurer; or

(c)                                theend of the month following the month during which the sale or transfer of suchStudent Loan occurs where Servicer does not continue Servicing such StudentLoan subject to the provisions set forth in Section 13 (Assignment) hereof.

**14.02.**              **Termination by FMC**.  ThisAgreement may be terminated at the option of FMC upon the occurrence of any ofthe following:

(a)                                  Any of the representations or warranties made in orpursuant to this Agreement are not true or are erroneous in any materialrespect;

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

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

(d)                                 Change of Control.  Notwithstanding 13.01 (Assignmentby Servicer), if Servicer is the subject of a Change of Control, FMC shall havethe right to terminate this Agreement upon a minimum of twenty (20) businessdays prior written notice. Such right of termination may be exercised any timebeginning upon the earlier of consummation of the Change of Control transactionor public announcement that such a transaction is pending. FollowingServicer’s receipt of notice and information to support the terminationhereunder from FMC, Servicer shall work diligently with FMC to carry out thedeconversion of the Student Loans off of the

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Servicer’s Servicing system within a timeframe reasonably agreeable tothe parties but in any event shall be begun within ninety (90) business daysfrom the Servicer’s receipt of notice and the parties shall use their bestefforts to complete the deconversion process within 24 months from the date itbegins.  There will be no charge to FMCof Early Termination Fees as detailed in the Fee Schedule attached heretoarising from FMC’s termination of the Agreement pursuant to this Section. FMCshall be responsible for any and all fees arising under this Agreement and theattached Fee Schedule that are incurred by FMC hereunder prior to FMC’stermination of this Agreement pursuant to this Section.

(e)                                  Termination for Insufficient Volume.  In the eventthat the total original principal amount of Student Loans being Servicedpursuant to this Agreement shall be less than [**]dollars ($[**]) as of the May 1 that occurs at least twenty-four months after the firstStudent Loan is Serviced hereunder, then FMC and all Owners acting in concertmay, by written notice to Servicer, terminate this Agreement.  Such termination shall be on six (6) monthswritten notice .  Servicer shallcooperate fully in the deconversion and transfer of such Student Loans toanother Servicer.

In the event of an event of default as set forth inSection 14.02(a) or (b) above, the Servicer shall have the right to cure anysuch breach or error to FMC’s full satisfaction within thirty (30) days ofwritten notice from FMC. Notwithstanding the foregoing, Servicer shall have theright to cure any breach of Section 4.13 (Collections) or any failure toconform to a Milestone in a Remedial Action Plan within five (5) (not thirty(30)) days after written notice from FMC.

In the event that: (i)  Servicer fails to cure such default and theAgreement is terminated pursuant to Section 14.02 (a) or (b) or (ii) thisAgreement is terminated pursuant to Section 14.01 or 14.02 (c), or Sections4.02, 4.03(d), 6.06, 10.01, there will be no charge to FMC for EarlyTermination Fees or Record Return/Deconversion Fees.  In the event the Agreement is terminated priorto the end of the initial term for any reason other than stated above(including termination under Section 14.02(d), FMC shall be responsible for thepayment of Early Termination Fees and Record Return/Deconversion Fees asdetailed in the Fee Schedule.

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

(a)                                  FMC’s failure to perform or observe any of thematerial 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 generalassignment for the benefit of creditors, or (d) admit by answer, default orotherwise the material allegations of petitions filed against it in anybankruptcy, reorganization, insolvency or other proceeding (whether federal orstate) relating to relief of debtors, or (e) suffer or permit to

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continue unstayed and in effect forthirty (30) consecutive days, any judgment, decree or order, entered by a courtof competent jurisdiction, which approves a petition seeking its reorganizationor appoints a receiver, custodian, trustee, interim trustee or liquidator foritself or all or a substantial part of its assets, or (f) take or omit any actionin order thereby to effect any of the foregoing; or

In the event of an event of default as set forth inSection 14.03(a) or (b) above, FMC shall have the right to cure any such breachor error to Servicer’s full satisfaction within thirty (30) days of writtennotice from Servicer.

In the event FMC fails to cure such default and theAgreement is terminated pursuant to Section 14.03(a) or (b), FMC shall payServicer the Early Termination Fees and Record Return/Deconversion Fees setforth in the Fee Schedule.

**14.04.****              Record Return/Deconversion**.  Upontermination of this Agreement or upon termination of this Agreement withrespect to any particular Student Loan or Loans whether by virtue of thepassage of time or otherwise, the Servicer shall, regardless of any FMC defaultor 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 ofmicrofilm documents maintained by the Servicer in connection with the Servicingof the Student Loans (or such Student Loans as applicable). Servicer shallmaintain a copy of all records and reports which related to the Servicing ofStudent 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 FeeSchedule, except under the circumstances specifically set forth in this Agreement,and such records will be returned to FMC by Servicer as provided below or asotherwise mutually agreed upon by the parties. Upon any termination or expiration of this Agreement, any deconversionand transfer of the Accounts to FMC or its new servicer shall be on an orderlyschedule reasonably determined by the Servicer, with FMC’s approval.  To the extent that the Servicer continues toprovide Servicing for any Accounts after the termination or expiration datepending such scheduled deconversion and transfer, the terms of this Agreement shallremain in effect and the Servicer’s fees shall continue to be paid hereunderwith respect to such Accounts during such period.

**14.05****                ****Transition Period Rights.**  If this Agreement is terminated pursuant toSections 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 demandcontinued Servicing of the Student Loans by Servicer at the rates set forth inthe Fee Schedule until such time as all loans have been successfullydeconverted.  FMC shall have the right toaccess the Servicer’s facilities and access to Student Loan data in the samemanner as was permitted during the term of this Agreement.  Servicer has the obligation upon terminationor expiration to provide, and FMC or any Owner has the absolute right toobtain, all of its Proprietary Information and Customer Information at anytime.

# **SECTION 15.  MISCELLANEOUS PROVISIONS**

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

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|   | If to FMC:      | President                                                 |
|--------|-----------------|-----------------------------------------------------------|
|   |            | The First Marblehead Corporation                          |
|   |            | The Prudential Tower                                      |
|   |            | 800 Boylston Street, 34th Floor                      |
|   |            | Boston, Mass. 02199-8157                                  |
|   |            |                                                      |
|   |            |                                                      |
|   | If to Servicer: | Executive Vice President, Marketing  & Client Affairs |
|   |            | Pennsylvania Higher Education Assistance Agency           |
|   |            | 1200 North Seventh Street                                 |
|   |            | Harrisburg, Pennsylvania 17102                            |

 

**15.02****                 Relationship**.  The parties to this Agreementintend that the Servicer shall render the Services contemplated by thisAgreement as an independent contractor. The Servicer and its employees, agents, and servants are not to beconsidered agents or employees of FMC, for any purpose whatsoever. Nothingherein contained, nor any action taken by the Servicer under this Agreement,shall be deemed or construed to give the Servicer any right, title or interesteither in law or in equity in and to any Student Loan being Serviced byServicer.

**15.03****                 Non-Exclusive Agreement for FMC**.  Nothingcontained herein shall be construed to create an exclusive arrangement as toFMC. The Servicer understands and agrees that FMC may enter into otheragreements for the servicing of Private Student Loans in the future.

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

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

**15.06**                 **Interpretation of Documents**.  In the eventof a conflict between this Amended and Restated Private Student Loan ServicingAgreement and a Schedule or Exhibit attached hereto, this Agreement shallcontrol.

**15.07****                 Cooperation.**  FMC and the Servicer agree that they willcooperate fully with one

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another in order to carry out the terms andprovisions of the Agreement during the term of this Agreement and during allperiods in which Committed Student Loans and Student Loans are processed andServiced by Servicer.  Cooperation underthis Section shall include, but not be limited to, each party using reasonablemeans to ensure successful, normal, daily processing of Committed Student Loansand Student Loans and related operations and functions.  Each party agrees to support the reasonableroutine efforts of the other party and to work to resolve any disputes whichmay arise during such periods referenced above, and to continue to worktogether in a professional, business-like manner during all phases, functionsand processes defined in this Agreement.

**15.08****                 Authorization.**  Each of the undersigned representthat he or she has the authority to execute this Agreement on behalf of therespective party.

**15.09****                 Amendments; Changes; Modifications.**  ThisAgreement, Exhibits or Schedules (a) may be amended, supplemented, or modifiedonly by written instrument duly executed by FMC and the Servicer; (b) shall beincorporated into this Agreement; and (c) shall be binding upon and shall inureto the benefit of the parties hereto and their respective successors andassigns.

**15.10****                 No Waiver.  **Any failure by FMC or the Servicer to insist upon the strict performance bythe other of any of the terms and provisions of this Agreement shall not bedeemed to be a continuing waiver of any such terms and provisions, andnotwithstanding any such failure, such party shall have the right thereafter toinsist upon the resumption of strict performance by the other of any and all ofthe terms and provisions hereof.  Therights and remedies herein provided are cumulative and not exclusive of anyrights or remedies provided by law.

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

(a)                                  The agreement has been duly authorized by allnecessary action of the Servicer.

(b)                                 The agreement does not violate the chartereddocuments or other constituent documents governing the Servicer or any otherapplicable law.

(c)                                  The agreement has been duly executed by an authorizedofficer of the Servicer.

(d)                                 The agreement is a valid and binding obligation ofthe Servicer, enforceable in accordance with its terms.

Servicer may provide the opinion of its in-house corporatecounsel, in lieu of outside counsel, unless FMC agrees to pay the reasonablefees of Servicer’s outside counsel in connection with such opinion.

**15.12****                 Law Governing.**  This Agreement is being deliveredin and shall be construed in accordance with the laws of the Commonwealth ofPennsylvania, without regard to any principles of conflict of laws.

**15.13****                 Waiver of Jury Trial.**  THE PARTIESHEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTIONOR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT ORAGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR IN

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ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TOTHE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR ANY SUCHDOCUMENT OR AGREEMENT, OR THE SERVICES AND TRANSACTION RELATED HERETO ORTHERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT,TORT OR OTHERWISE.

**15.14****                ****Counterparts.**  This Agreement may be executed inany number of counterparts, each of which shall be deemed to be an original andall of which together shall be deemed to be one of and the same document.

**15.15****                ****Unenforceability.**  If anyprovision of this Agreement shall be held to be invalid or unenforceable, suchinvalidity or unenforceability shall not affect or impair the validity orenforceability of the remaining provisions of this Agreement, whichshall remain in full force and effect, and the Parties hereto shall continue tobe bound thereby.

[REMAINDER OF THIS PAGE INTENTIONALLYLEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beduly executed as of the month, day and the year first-above written.
| **PENNSYLVANIA HIGHER EDUCATION**         | ** ** | ** ** |   | **THE FIRST MARBLEHEAD**                  |
|-------------------------------------------|------------|------------|--------|-------------------------------------------|
| **ASSISTANCE AGENCY**                     | ** ** | ** ** |   | **CORPORATION**                           |
| ** **                                | ** ** | ** ** |   | ** **                                |
| ** **                                | ** ** | ** ** |   | ** **                                |
| /s/ Richard E. Willey                     |       |       |   | /s/ Anne Bowen                            |
| Name: Richard E. Willey                   |       |       |   | Name: Anne Bowen                          |
|                                      |       |       |   |                                      |
|                                      |       |       |   |                                      |
| Title:   President and CEO |       |       |   | Title:  Executive Vice President and |
|                                      |       |       |   | Chief Administrative Officer              |
|                                      |       |       |   |                                      |
|                                      |       |       |   |                                      |
| Date: September 28, 2006                  |       |       |   | Date: September 28, 2006                  |

##  

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##  

## **INDEX TO SCHEDULESAND EXHIBITS**

**Fee Schedule**

**System Access Schedule**

**Customer Service Schedule**

**Required Reports Schedule**

**Schedule A — Existing ProgramGuidelines****

**Exhibit A — Servicer ConsentLetter**

**Exhibit B — TERI Servicing Guidelines****

**Exhibit C — Service LevelAgreement**

********Confidential treatment has been requested forthis exhibit or schedule in its entirety.**

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**FEE SCHEDULE FOR**

**AMENDED AND RESTATED PRIVATESTUDENT LOAN SERVICING AGREEMENT**

**DATED SEPTEMBER 28, 2006**

**BETWEEN**

**PENNSYLVANIA HIGHER EDUCATIONASSISTANCE AGENCY**

**AND**

**THE FIRSTMARBLEHEAD CORPORATION (“AGREEMENT”)**

This Fee Schedule shallbe effective from the Effective Date for a period of three years (the “InitialTerm”) and shall then be open for negotiation. If no changes are proposed oragreed to in writing, this Fee Schedule shall automatically renew for anadditional one (1) year periods.

**I.****                                         DEFINITIONS:**

Capitalized termsused in this Fee Schedule have the meanings assigned to them in the Agreement.In addition to the words and terms elsewhere defined in this Agreement, thefollowing terms shall have the following meanings unless the Agreementindicates a contrary meaning or intent:

A.                                   An“Account” is to refer to the Credit Agreements collectively of an individualBorrower of a particular Student Loan type in the same status.

B.                                     An“Interim Account” is to refer to Credit Agreements collectively of an individualBorrower that constitute (1) an In-School (Enrolled) Account, or (2) a GraceAccount.

C.                                     A“Repayment Account” is to refer to the Credit Agreements of an individualBorrower under the terms of which the repayment period has commenced, but whichis not an In-School (Enrolled) Account.

D.                                    An“In-School (Enrolled) Account” is to refer to the Credit Agreementscollectively of an individual Borrower with respect to which principal andinterest payments are deferred because the Borrower is enrolled at an eligibleinstitution, whether before of after the repayment period begins.

E.                                      A“Grace Account” is to refer to the Credit Agreements collectively of anindividual Borrower (1) with respect to which the Borrower has ceased to beenrolled at an eligible institution, and (2) under the terms of which therepayment period has not yet commenced.

F.                                      “StandardConversion” means the conversion of a Borrower’s Account from data provided inhard-copy format or by electronic means.

G.                                     “On-SystemConversion” means the conversion of a Borrower’s account that the Servicer iscurrently Servicing for an owner or holder other than the proposed new owner orholder.

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**II.****                                     SERVICINGFEES:**

1.                                       MonthlyServicing Fees—Interim Account Status:

The Servicing feefor Student Loans in Interim Account status shall be payable by the Owner on apro-rated monthly basis and shall be equal to [**] basis points per annum basedupon the ending principal balance of the Student Loans at month end.

([**] x endingprincipal balance at month end divided by [**])

2.                                       MonthlyServicing Fees—Repayment Account Status (other than Student Loans inOwner-caused Cure status):

(a) *Ending Principal Balance < $[**]* If the ending principalbalance of the Student Loans (including Student Loans in Interim Account statusand Repayment Account status) at month end is less than [**], then theServicing fee for loans in Repayment Account status shall be payable by theOwner on a pro-rated monthly basis and shall be equal to [**] basis points perannum based upon the ending principal balance of the Student Loans at eachmonth end.

([**] x endingprincipal balance at month end divided by [**])

(b) *Ending Principal Balance > or Equal to $[**] and < or Equal to$[**]* If the ending principal balance of the Student Loans (includingStudent Loans in Interim Account status and Repayment Account status) at monthend is [**] or more, but less than or equal to [**], then the Servicing fee forloans in Repayment Account status shall be payable by the Owner on a pro-ratedmonthly basis and shall be equal to [**] basis points per annum based upon theending principal balance of the Student Loans at each month end.

([**] x endingprincipal balance at month end divided by [**])

(c) *Ending Principal Balance > $[**]*. If the ending principalbalance of the Student Loans (including Student Loans in Interim Account statusand Repayment Account status) at month end is greater than [**], then theServicing fee for loans in Repayment Account status shall be payable by theOwner on a pro-rated monthly basis and shall be equal to (i) for the first$[**]of the ending principal balance of the Student Loans, [**]basis points perannum based upon the ending principal balance of the Student Loans at eachmonth end; and (ii) for the ending principal balance of the Student Loans inexcess of $[**], [**] basis points per annum based upon the ending principalbalance of the Student Loans at each month end.

For the first $[**]:

([**] x ending principal balance at month end dividedby [**])

For amounts in excess of $[**]

([**] x endingprincipal balance at month end divided by [**])

(d) *Delinquent Accounts*. Notwithstanding subsections (a), (b),and (c) above, the

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Servicing fee for loansin Repayment Account status shall be [**]basis points for all Student Loans thirty(30) days or more delinquent until the Student Loan is placed for pre-claimsassistance, and for Student Loans placed for pre-claims assistance, theServicing fee for loans in Repayment Account status shall be [**] basis points.

([**]x endingprincipal balance of Student Loans 30 or more days delinquent divided by [**])

([**] x endingprincipal balance of Student Loans placed for pre-claims divided by [**])

3.                                       Highor Low Average Balance. Notwithstanding the existence of the Initial Term,the Servicing fees in this Section II may be renegotiated at any time theaverage principal balance of the Student Loans is less than [**] or greaterthan [**]. If, at the conclusion of any such negotiation, no changes areproposed or agreed to in writing, the Fee Schedule shall remain in effectunchanged.

**III.****                                 CONVERSIONFEES**

1.                                       InterimAccount—External
|        | a. |   | Initial Exam:          |   | $[**] per loan |
|--------|----|--------|------------------------|--------|----------------|
|   | b. |   | Serial Exam:           |   | $[**] per loan |
|   | c. |   | Abbreviated Note Exam: |   | $[**] per loan |

 

2.                                       InterimAccount—On System
|        | a.                              |   | Full Note Exam: |   | $[**] per loan |
|--------|---------------------------------|--------|-----------------|--------|----------------|
|   | b.                              |   | Waived Exam:    |   | No charge      |
|   |                            |   |            |   |           |
| 3.     | Repayment Account:              |   | Quote           |
|   |                            |   |            |   |           |
| 4.     | Reconversion Fee:               |   | $[**] per loan  |
|   |                            |   |            |   |           |
| 5.     | Rehabilitation Reconversion Fee |   | $[**] per loan  |

 

**IV.****                                DUEDILIGENCE/PRE-CLAIMS/CLAIMS PROCESSING**

1.                                       SkipTrace
|        | a. |   | Placement: |   | [**]           |
|--------|----|--------|------------|--------|----------------|
|   | b. |   | Locate:    |   | $[**] per loan |

 

2.                                       LateFees:                                          [**]%of all collected late fee revenue on delinquent accounts

3.                                       ThirdParty Referral (referral to third party under contract with the Servicerfor core/collection after successful location):       $[**]per Borrower per bond issue

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4.                                       ClaimProcessing:

a.                                       TheOwner shall pay a claim processing fee of $[**] for each defaulted Student Loanper claim package filed. Claim processing shall include, without limitation,presentation to Insurer of all documentation required under the ServicingGuidelines, in the form required thereunder. Servicer will provide DDB Certification and Closed School Certificationat no charge.

**V.****                                    CURESERVICING—Owner-Caused Cures**
| 1.     | Monthly fee               |   | $[**] per account |
|--------|---------------------------|--------|-------------------|
| 2.     | Skip Tracing—Locate  |   | $[**] per account |
| 3.     | Third Party Referral      |   | $[**] per account |
| 4.     | Guaranty Reinstated/      |   |              |
|   | Default Claim Paid        |   | $[**] per account |
| 5.     | Correction of Owner Error |   | $[**] per error   |

 

**VI.****                                MISCELLANEOUSFEES**
| 1.     | Deconversion to Owner                                                                           |   | $[**] per loan                     |
|--------|-------------------------------------------------------------------------------------------------|--------|------------------------------------|
| 2.     | Return of Records to Owner                                                                      |   | $[**] per loan                     |
|   |                                                                                            |   |                               |   |   |
| 3.     | Early Termination                                                                               |   | $[**] per Account                  |
|   |                                                                                            |   |                               |   |   |
| 4.     | Ad Hoc Projects/Reporting (fees to  be pre-identified by the Servicer and billed as identified) |
|   |                                                                                            |   |                               |   |   |
|   | a.                                                                                              |   | Computer Programmer                |   | $[**]/hour |
|   | b.                                                                                              |   | Computer Analyst                   |   | $[**]/hour |
|   | c.                                                                                              |   | CPU Run Time                       |   | $[**]/hour |
|   | d.                                                                                              |   | Staff Services                     |   | $[**]/hour |
|   | e.                                                                                              |   | Legal Services                     |   | $[**]/hour |
|   | f.                                                                                              |   | GLB extract files                  |   | [**]for no charge  $[**] for each in excess of [**] |
|   |                                                                                            |   |                               |   |   |
| 5.     | Securitization (Financing, Bond  Issue)                                                         |   |                               |
|   |                                                                                            |   |                               |   |   |
|   | a.                                                                                              |   | Set-up Fee                         |   | $[**] per financing  (includes [**] hours of legal services per financing) |
|   | b.                                                                                              |   | Financing Legal Services           |   | $[**]/hour (in excess of [**] hours per financing) |
|   |                                                                                            |   |                               |   |   |
|   | c.                                                                                              |   | Post Closing, Loan Transfer within |   |   |
|   |                                                                                            |   | a financing                        |   | $[**] per Borrower per transfer |
|        |                                                                                                 |        |                                    |  |  |  |  |  |  |

 

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| 6.     | Mailings                    |   |                       |
|--------|-----------------------------|--------|----------------------------|
|   |                        |   |                       |   |   |
|   | a.                          |   | GLB privacy notices        |   | $[**] per notice |
|   | b.                          |   | IRS Form 1098              |   | $[**] per notice |
|   | c.                          |   | Other mailings or notices/ |   |   |
|   |                        |   | Special delivery  notices  |   | Quote |
|   |                        |   |                       |   |   |
| 7.     | Basic Monthly Reporting     |   | [**]                       |
|   |                        |   |                       |
| 8.     | SAS 70 Audit                |   | [**]                       |
|   |                        |   |                       |
| 9.     | Lender’s Audit Guide   |   | [**]                       |
|   |                        |   |                       |
| 10.    | Borrower Incentive Programs |   | Quote                      |

 

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IN WITNESS WHEREOF, the parties hereto have caused this Fee Schedule to beduly executed as of the month, day and the year first-above written.
| **PENNSYLVANIA HIGHER EDUCATION  ASSISTANCE AGENCY** | ** **            | **THE FIRST MARBLEHEAD  CORPORATION** |
|------------------------------------------------------|-----------------------|---------------------------------------|
| ** **                                           | ** **            | ** **                            |   |   |
| ** **                                           | ** **            | ** **                            |   |   |
| By:                                                  | /s/ Richard E. Willey |                                  | By: | /s/ Anne Bowen |
| Name:                                                | Richard E. Willey     |                                  | Name: Anne Bowen |
| Title:                                               | President and CEO     |                                  | Title: Executive Vice President  and Chief |
|                                                 |                  |                                  | Administrative  Officer |
| Date: September 28, 2006                             |                  | Date: September 28, 2006              |
|                                                      |                       |                                       |  |  |  |  |  |

 

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## **AMENDED AND RESTATED PRIVATE STUDENT LOANSERVICING AGREEMENT**

## **BETWEEN**

**PENNSYLVANIAHIGHER EDUCATION ASSISTANCE-AGENCY**

**AND**

**THE FIRST MARBLEHEAD CORPORATION**

**SYSTEM ACCESSSCHEDULE**

All system access for FMC, TERI, and FMER employeesshall be limited to view only option.

1. FMC.

Servicer shall provide FMC with web-based, view-only Account access,which shall include the ability to view loan servicing screens including butnot limited to Borrower information, Account history and due diligence records.

Individual FMC users shall obtain remote access within five (5)Business Days of receipt of notice from FMC that such individual requiresremote access.

2. BORROWERS.

Servicer shall provide Borrowers and Co-Borrowers with limited accessto their Account information.  Accessshould be limited to view-only, with the ability to submit queries and requestor print forms as necessary.

3. TERI.

Servicer shall provide TERI, and its agent FMER, with access to allTERI guaranteed loans.  Access shall belimited to view-only and shall include the ability to view all loan servicingscreens including but not limited to borrower information, Account History, duediligence records, and access requests.

4. FMC/FMER/TERI USERACCESS SECURITY REQUIREMENTS

Servicer Relations at FMC will be responsible for notifying AES to addand delete employees who need, or no longer need, access as appropriate.  On a quarterly basis, AES will provide FMCwith a report of FMC, FMER, and TERI employees who have system access toBorrower information at AES.  FMC shallbe responsible for the accuracy of such reports and shall be liable for theinaccuracy thereof in accordance with Section 9 (Liability) of this Agreement.

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## **AMENDED AND RESTATED PRIVATE STUDENT LOANSERVICING AGREEMENT**

## **BETWEEN**

**PENNSYLVANIAHIGHER EDUCATION ASSISTANCE-AGENCY**

**AND**

**THE FIRST MARBLEHEAD CORPORATION**

**CUSTOMERSERVICE SCHEDULE**

1. Call Monitoring.

Servicer shall monitor ona monthly basis a minimum of [**]% of the calls received per customer servicerepresentative for quality.  Suchmonitoring shall include the use of the Call Monitoring Scorecard as shown inExhibit C (Service Level Agreement).

FMC shall, uponreasonable notice to Servicer, have the ability to monitor calls both on-siteand remotely, at times and in a manner acceptable to both parties, asestablished in an Operations Meeting (see Section 4.09).

2. Customer Service Hoursof Operation

The Servicer shallmaintain minimum customer service hours of operation from 7:30 a.m. to 9:00p.m., Eastern Standard Time, Monday through Friday.  FMC reserves the right to request an increaseand/or decrease in these hours upon written notice to Servicer, and Serviceragrees to accommodate such requests to the extent feasible under the circumstances.

3. Collections Hours ofOperation  

Servicer shall maintainminimum hours of operations for collection activities as follows:

·                  Mondaythrough Thursday, 8:00 a.m. to 9:00 p.m., Eastern Standard Time

·                  Friday,8:00 a.m. to 9:00 p.m., Eastern Standard Time

·                  Saturday,8:00 a.m. to 1:00 p.m., Eastern Standard Time

4. Borrower SatisfactionSurveys  

The Servicer shall workwith FMC to develop telephonic borrower satisfaction surveys to measure thecustomer experience through various channels including mail, internet, andVoice Response Unit.  If surveysdemonstrate customer service issues that require remedial action, Servicershall collaborate with FMC to resolve such issues.

5. BorrowerCorrespondence/Complaints

All correspondencereceived by Servicer relating to individual Borrower Accounts shall be

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maintained by theServicer and shall be made available to FMC during Servicer’s normal businesshours.  Servicer shall be responsible forhandling all customer service complaints. Copies of escalated customer complaints from Borrowers and Servicer’sresponse thereto are to be forwarded to FMC on a weekly basis.  Complaints with respect to Student Loansand/or Borrowers received from any regulatory body or federal or state agencyshall be handled as exceptions and Service shall contact FMC immediately.

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## **AMENDED AND RESTATED PRIVATE STUDENT LOANSERVICING AGREEMENT**

## **BETWEEN**

**PENNSYLVANIAHIGHER EDUCATION ASSISTANCE-AGENCY**

**AND**

**THE FIRST MARBLEHEAD CORPORATION**

**REQUIREDREPORTS SCHEDULE**

Servicershall electronically deliver to FMC and/or all Owners, as applicable, withinthe time periods specified below, the data elements that are, as of theEffective Date, contained in the reports specified below:

1.                                       Areport of all Committed Student Loans on Servicer’s system that are fullydisbursed, including (at least): Unique loan identifier, Current principalbalance, Current interest balance, and Fully disbursed indicator, delivered toFMC ten (10) business days prior to a scheduled Securitization Transaction,

2.                                       Thesame report as set forth in Item 1 above, updated through the closing date,delivered to FMC within five (5) days after the closing date of aSecuritization Transaction scheduled under Section 13.04 of the Agreement,

3.                                       MR-01Report, delivered weekly to FMC and all Owners.

4.                                       MR-50Report, delivered to all Owners within three(3) calendar days after the end of each calendar month.

5.                                       MR-53Report, delivered to all Owners within three(3) calendar days after the end of each calendar month

6.                                       Suchother reports identified and mutually adopted at Operations Meetings and madepart of the Program Manual (see Section 4.09 of this Agreement).

51

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**SCHEDULE A**

**EXISTING LOAN PROGRAM GUIDELINES**

## **AMENDED AND RESTATED PRIVATE STUDENT LOANSERVICING AGREEMENT**

## **BETWEEN**

**PENNSYLVANIAHIGHER EDUCATION ASSISTANCE-AGENCY**

**AND**

**THE FIRST MARBLEHEAD CORPORATION**

| Program | ** ** | **Programs Covered** |
|---------|------------|----------------------|
| [**]    |       | [**]                 |

 

52

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**Exhibit A – Servicer ConsentLetter**

**SERVICERCONSENT LETTER**

[DATE]

Pennsylvania Higher Education Assistance Agency

1200 North Seventh Street

Harrisburg, Pennsylvania17102-1444

Attention:  Senior Vice President, Marketing & ClientAffairs

Dear Sir or Madam:

Referenceis hereby made to the Amended and Restated Private Student Loan ServicingAgreement, dated September 28, 2006, as amended (the “Servicing Agreement”),by and between the Pennsylvania Higher Education Assistance Agency (the “Servicer”)and The First Marblehead Corporation (“FMC”), a copy of which isattached hereto as Exhibit A. Capitalized terms not otherwise definedherein shall have the meanings set forth in the Servicing Agreement. Theparties hereto agree as follows:

1.                                       FMChereby assigns its interest in the Servicing Agreement with respect to theStudent Loans identified on the attached Schedule 1 (the “StudentLoans”) to The National Collegiate Student Loan Trust [TRUST NAME] (the “Issuer”),and the Servicer hereby consents thereto.

2.                                       TheServicer hereby consents to the assignment and to the grant by the Issuer of asecurity interest in the Servicing Agreement to U.S. Bank National Association(the “Indenture Trustee”), as provided in the Indenture (the “Indenture”),dated as of [INDENTURE DATE], by and between the Issuer and the IndentureTrustee, for the benefit of the holders of the Student Loan Asset Backed Notes(the “Notes”) of the Issuer.

3.                                       TheServicer hereby confirms that it will not terminate the Servicing Agreementuntil the appointment of a successor servicer by the Issuer, unless suchtermination is due to a default by the Issuer under Section 14.03 thereof, orunless the Servicing Agreement otherwise expires in accordance with Section 3thereof.

4.                                       TheIssuer hereby confirms that it will not terminate the Servicer for causepursuant to Section 14.02 of the Servicing Agreement until a successor serviceris appointed.

5.                                       TheServicer hereby confirms that it has complied with all the terms and satisfiedall the conditions on its part to be performed or satisfied under the ServicingAgreement.

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6.                                       Itis expressly understood and agreed by the parties hereto that (i) this servicerconsent letter is executed and delivered by [OWNER TRUSTEE] (the “OwnerTrustee”), not individually or personally, but solely as owner trustee ofthe Issuer under the Trust Agreement dated as of [TRUST AGREEMENT DATE] amongThe National Collegiate Funding LLC, The Education Resources Institute, Inc.and the Owner Trustee, in the exercise of the powers and authority conferredand vested in it, (ii) each of the representations, undertakings and agreementsherein made on the part of the Issuer is made and intended not as a personalrepresentation, undertaking and agreement by the Owner Trustee, but is made andintended for the purpose of binding only the Issuer, (iii) nothing hereincontained shall be construed as creating any personal or individual liabilityon the Owner Trustee, to perform any covenant either expressed or impliedcontained herein, all such liability, if any, being expressly waived by theparties hereby and by any person claiming by, through, or under the partieshereto, and (iv) under no circumstances shall the Owner Trustee be personallyliable for the payment of any indebtedness or expenses of the Issuer or beliable for the breach or failure of any obligation, representation, warranty orcovenant made or undertaken by the Issuer under this Agreement or any otherdocuments related to the Notes.

7.                                       Anybreach of the Servicer’s obligations under this Servicer Consent Letter shallconstitute a material breach of the Servicing Agreement.

8.                                       Theparties hereto acknowledge and agree that for so long as any Notes areoutstanding, the Indenture Trustee is a third party beneficiary hereof and ofthe Servicing Agreement, and the Indenture Trustee shall have the right toexercise all rights of the Issuer under the Servicing Agreement.

9.                                       TheServicer will execute and deliver to FMC (or its nominee) and the Owner Trusteeannually on or before July 31 of each year,and at such other times as FMC (or its nominee) and the Owner Trustee (or either of them) are required to providecertification to the Securities and Exchange Commission under the SecuritiesExchange Act of 1934 in connection with servicing related activities: (i) a Reporton Assessment of Compliance Statement, as required by paragraph (a) of Item1122 of Regulation AB of the Securities and Exchange Commission (“RegulationAB”), in the form attached hereto as Exhibit B; and (ii) aServicer Compliance Statement, as required by Item 1123 of Regulation AB,in the form attached hereto as Exhibit C. In addition, annually onor before July 31 of each year,the Servicer will cause a registered public accounting firm to execute anddeliver a Registered Public Accounting Firm Attestation Report, as required byparagraph (b) of Item 1122 of Regulation AB. All costs associated with theperformance of the obligations under this paragraph 9 shall be by the Issuer.

[Signature PagesFollow]

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Please acknowledgeyour acceptance and agreement to the foregoing by signing below.
|                                                     | Very truly yours,                                           |
|----------------------------------------------------------|-------------------------------------------------------------|
|                                                     |                                                        |
|                                                     |                                                        |
|                                                     | THE FIRST  MARBLEHEAD CORPORATION                           |
|                                                     |                                                        |
|                                                     |                                                        |
|                                                     | By:                                                         |   |   |
|                                                     | Name:                                                       |
|                                                     | Title:                                                      |
|                                                     |                                                        |
|                                                     |                                                        |
| ACCEPTED AND  AGREED:                                    |                                                        |
|                                                     |                                                        |
| PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY          |
|                                                     |                                                        |
|                                                     |                                                        |
| By:                                                      |                                                        |   |   |
|                                                     | Name:                                                       |   |   |
|                                                     | Title:                                                      |   |   |
|                                                     |                                                        |
|                                                     |                                                        |
| THE NATIONAL COLLEGIATE STUDENT LOAN TRUST [TRUST  NAME] |
|                                                     |                                                        |
| By:                                                      | [OWNER TRUSTEE],                                            |   |
|                                                     | not in its individual capacity but solely as Owner  Trustee |
|                                                     |                                                        |   |
|                                                     |                                                        |   |
|                                                     | By:                                                         |   |   |   |
|                                                     |                                                        | Name: |   |
|                                                     |                                                        | Title: |   |
|                                                          |                                                             |  |  |  |  |  |  |  |

 

55

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Exhibit A

56

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Exhibit B

FORM OF REPORT ON ASSESSMENT OF COMPLIANCE STATEMENT

[DATE]

[ACCOUNTANT’S ADDRESS]

The National Collegiate Student Loan Trust 20     -   

[ADDRESS]

In connection withthe Annual Report on Form 10-K of The National Collegiate Student Loan Trust 20   -  for the fiscal year ending June 30, 20    (the “Report”)and as required by Item 1122 of Regulation AB of the Securities and ExchangeCommission (“Regulation AB”), the undersigned, a duly authorized officerof the [SERVICER] (the “Servicer”), does hereby certify and represent asfollows:

1.                             Areview of the activities of the Servicer for the period that is the subject ofthe Report has been made under the supervision of the undersigned;

2.                             Theapplicable criteria required in paragraph (d) of Item 1122 of Regulation AB, aslisted on Schedule A, attached hereto, (the “Servicing Criteria”) wereused to assess compliance of the Servicer;

3.                             Tothe best knowledge of the undersigned, based on such review, the Servicer hassubstantially fulfilled all its material obligations under the applicableServicing Criteria;

4.                             Tothe best knowledge of the undersigned, based on such review, the undersignedhas identified no material instances of noncompliance of the Servicer with theapplicable Servicing Criteria; and

5.                             Theregistered public accounting firm of [FIRM] has issued an attestation report onthis Report on Assessment of Compliance for the period that is the subject ofthe Report.

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INWITNESS WHEREOF, the undersigned has executed this Report of the Servicer as of                            ,20     .
|   | [SERVICER], as Servicer |
|--------|-------------------------|
|   |                    |
|   |                    |
|   | By:                     |   |   |
|   | Name:                   |
|   | Title                   |

 

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Schedule A

Pursuantto Instruction 1 of Item 1122 of Regulation AB, the following list of ServicingCriteria has been “Reviewed” or deemed “Not Applicable” by the Servicer, asmarked.
|                 | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **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                                                                                                                                                                                                                                                                                                                           |       |         |       |               |

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|                  | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | **Reviewed** | ** ** | **Not Applicable** |
|------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------|------------|--------------------|
|             |       | 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 |       |         |       | X                  |

 

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|                  | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | **Reviewed** | ** ** | **Not Applicable** |
|------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------|------------|--------------------|
|             |       | specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                             |       |         |       |               |
| 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                  |

 

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Exhibit C

FORM OF SERVICER COMPLIANCE STATEMENT FOR

THE NATIONAL COLLEGIATE STUDENT LOAN TRUST 20   -  

[DATE]

The National Collegiate Student Loan Trust 20   -  

[ADDRESS]

In connection withthe Annual Report on Form 10-K of The National Collegiate Student Loan Trust 20   -  for the fiscal year ending June 30, 20    (the “Report”),the undersigned, a duly authorized officer of the [SERVICER] (the “Servicer”),does hereby certify and represent as follows:

1.                             Areview of the activities and performance of the Servicer under the ServicingAgreement dated as of [                                 ],as amended, between the Servicer and The First Marblehead Corporation (the “ServicingAgreement”) for the period that is the subject of the Report has been madeunder the supervision of the undersigned;

2.                             Tothe best knowledge of the undersigned, based on such review, the Servicer hasfulfilled all of its obligations under the Servicing Agreement in all materialrespects throughout the period that is the subject of the Report; and

3.                             Tothe best knowledge of the undersigned, based on such review, there have been nofailures to fulfill any such obligation in any material respect.

IN WITNESS WHEREOF, theundersigned has executed this Servicer Compliance Statement as of [                                    ],20   .
|        | [SERVICER], as  Servicer |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | By:                      |   |   |
|   | Name:                    |
|   | Title                    |

** **

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**Exhibit B — Servicing Guidelines**

SERVICING GUIDELINES FOR TERI LOAN PROGRAMSSERVICED ATPENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY(D/B/A AMERICAN EDUCATION SERVICES)

[**]

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**EXHIBIT C**

**SERVICE LEVEL AGREEMENTS**

**FOR TERI LOAN PROGRAMS**

**SERVICED AT**

**PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY**

**(d/b/a AMERICAN EDUCATION SERVICES)**

Servicer agrees to adhere to the Service LevelAgreement (SLA) outlined below. Servicer’s failure to adhere to the standardsin this SLA shall result in the penalties set forth in Section 4.02 of theAgreement, under the terms and conditions set forth in that Section.

The Servicer will provide FirstMarblehead Corporation (FMC) with monthly reports setting forth Servicer’sperformance relative to the below SLA for the month covered by thereport, the month prior to the month covered by the report, and the Servicer’syear-to-date average performance level through the month covered by the report.These reports will be made available to FMC no later than fifteen (15) businessdays following the last day of the month covered by the report.

I.                                       CustomerService Standards:

Telephone and Internet Chat Standards:

·                  Average Speed of Answer: [**]seconds or less.

·                  Abandonment Percentage: Average not greater than [**]%.

·                  Call Blockage: [**]% or less.

·                  Call Quality Assessment: Average rating not less than [**]% - utilizingServicer’s evaluation form as set forth and incorporated herein at Exhibit 1.

·                  Borrower Satisfaction: Average rating in annual survey not less than [**]%.

Correspondence Standards

·                  Mail sorted and distributed within: Servicer’s Service Objective: [**]%within one business day not to exceed two business days on average.

·                  General Borrowercorrespondence answered within [**] business days of receipt on average –Servicer’s Service Objective: [**] days. During peak processing months ofJanuary through March, August, and October, correspondence answered within [**]business days of receipt on average. (This standard shall not apply to anycorrespondence involving death, disability, or bankruptcy Accounts.)

·                  Borrower EmailCorrespondence: Answered within an average of [**] business days of receipt.

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·                  SchoolCorrespondence: Answered within [**] business days of receipt on average —Servicer’s Service Objective: [**] days. During peak processing months ofJanuary through March, July, and September school correspondence answeredwithin [**] business days of receipt on average.

·                  ClearinghouseCorrespondence (Manual Processing Only): Answered within [**] business days ofreceipt on average – Servicer’s Service Objective: [**] days. During peakprocessing months of January through March, June, and October through NovemberClearinghouse correspondence answered within [**] business days of receipt onaverage.

·                  DefermentProcessing: Processed within [**] business days of receipt on average –Servicer’s Service Objective: [**] days. During peak processing months ofFebruary and August through November deferments processed within [**] businessdays of receipt on average.

·                  Forbearance Processing: Processed within[**] business days of receipt on average – Servicer’s Service Objective: [**]days. During peak processing months of January through March, August, Novemberthrough December forearances processed within [**] business days of receipt onaverage.

·                  MiscellaneousAccount Reviews and adjustments completed within [**] business days of receipton average – there are exceptions to this process.

II.                                     PaymentProcessing

·                  Non-Exception Loan Payments: Posted within an average of [**] business dayof receipt – [**]% of the time.

·                  Exception Loan Payments: Processed/resolved within an average of [**]business days of receipt — [**]% of the time

III.                                       FraudPrevention

Fraud notification to FMC within [**] business days ofinitial notification.

IV.                                       DefaultPrevention

·                  Collectioncontacts (left message or right party contact only) as a % of all delinquentaccounts attempted per bucket:

·                  31 - 60 daybucket at least [**]%

·                  61 - 90 daybucket at least [**]%

·                  Promise to payrate not less than [**]% of all delinquent accounts attempted greater than 30days delinquent.

·                  Skip-tracelocate rate not less than [**]% of all accounts coded as requiring skip-traceactivities.

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V.                                     SystemRequirements

·                  System Availability (scheduled CICS system uptime): [**]% or better. This standard shall not include the measurement for webbased applications, batch processes, or scheduled CICS down time including butnot limited to Sunday maintenance.

·                  Screen Navigation- Servicer shall provide an averageinternal CICS response time of less than [**]. This measurement shallonly be applicable to Servicer’s provision of screen navigation and shall notbe impacted nor include measurement relative to users’ internet based access tothe screens because AES/PHEAA has no ability to control response times forusers’ ISP connections or internalnetwork performance. Servicershall report the internal average response time on a monthly basis for theCICSL0PA system including the availability percentage for that system fornormal scheduled hours of usage.

VI.                                 Conversion

·                  Servicer shall convert all Committed StudentLoan origination data necessary for servicing hereunder onto its ServicingSystem within [**] days of receipt of complete Student Loan filescontaining critical and non-critical documentation from TERI or from FMER onTERI’s behalf.

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