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| 1. | Management      of PHEAA is responsible for assessing compliance with respect to the      activities of the Servicer for the Reporting  Period; |
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| 2. | The      applicable criteria set forth by the Securities and Exchange Commission in      paragraph (d) of Item 1122 of Regulation AB, as listed on Schedule A,      attached hereto (the “Servicing Criteria”), were used to assess compliance      of the Servicer.  We have made the following interpretation of      the applicable “Servicing Criteria” related to Item 1122(d)(4)(ix) as      follows: Adjustments to interest rates or rates of return for student      loans with variable rates are computed in accordance with instruction      received directly from the lender for TERI loans.  Also, we did      not perform due diligence procedures under criteria, Item 1122(d)(4)(vii)      and 4(viii) during the 31st      through 60th      day of delinquency as these activities have been outsourced to a      third party by First Marblehead Corporation after May 15,      2008; |
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| 3. | Based      on such review, management believes the Servicer has complied, in all      material respects, with the applicable Servicing  Criteria; |
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| 4. | Management      has identified no material instances of noncompliance with the applicable      Servicing Criteria; and |
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| 5. | The      registered public accounting firm of KPMG, LLP has issued an attestation      report on this Report on Assessment of Compliance for the period that is      the subject of the Report. |
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|   | American      Education Services, as Servicer |
|--------|-----------------------------------------------|
|   |                                          |   |
|   |                                          |   |
|   | By:                                           | /s/      James L. Preston |
|   |                                          | James L. Preston |
|   |                                          | President      & CEO |

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|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Reviewed | Not      Applicable |
|-----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|---------------------|
|            | General      Servicing Considerations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |     |                |
| 1122(d)(1)(i)   | Policies      and procedures are instituted to monitor any performance or other triggers      and events of default in accordance with the transaction      agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |     | X                   |
| 1122(d)(1)(ii)  | If      any material servicing activities are outsourced to third parties,      policies and procedures are instituted to monitor the third party’s      performance and compliance with such servicing activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |     | X                   |
| 1122(d)(1)(iii) | Any      requirements in the transaction agreements to maintain a back-up servicer      for the Pool Assets are maintained.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |     | X                   |
| 1122(d)(1)(iv)  | A      fidelity bond and errors and omissions policy is in effect on the party      participating in the servicing function throughout the reporting period in      the amount of coverage required by and otherwise in accordance with the      terms of the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | X        |                |
|            | Cash      Collection and Administration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |     |                |
| 1122(d)(2)(i)   | Payments      on pool assets are deposited into the appropriate custodial bank accounts      and related bank clearing accounts no more than two business days      following receipt, or such other number of days specified in the      transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | X        |                |
| 1122(d)(2)(ii)  | Disbursements      made via wire transfer on behalf of an obligor or to an investor are made      only by authorized personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |     | X                   |
| 1122(d)(2)(iii) | Advances      of funds or guarantees regarding collections, cash flows or distributions,      and any interest or other fees charged for such advances, are made,      reviewed and approved as specified in the transaction      agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     | X                   |
| 1122(d)(2)(iv)  | The      related accounts for the transaction, such as cash reserve accounts or      accounts established as a form of over collateralization, are separately      maintained (e.g., with respect to commingling of cash) as set forth in the      transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | X        |                |
| 1122(d)(2)(v)   | Each      custodial account is maintained at a federally insured depository      institution as set forth in the transaction agreements. For purposes of      this criterion, “federally insured depository institution” with respect to      a foreign financial institution means a foreign financial institution that      meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange      Act.                                                                                                                                                                                                                                                                                                                              | X        |                |
| 1122(d)(2)(vi)  | Unissued      checks are safeguarded so as to prevent unauthorized    access.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | X        |                |
| 1122(d)(2)(vii) | Reconciliations      are prepared on a monthly basis for all asset-backed securities related      bank accounts, including custodial accounts and related bank clearing      accounts. These reconciliations are (A) mathematically accurate; (B)      prepared within 30 calendar days after the bank statement cutoff date, or      such other number of days specified in the transaction agreements; (C)      reviewed and approved by someone other than the person who prepared the      reconciliation; and (D) contain explanations for reconciling items. These      reconciling items are resolved within 90 calendar days of their original      identification, or such other number of days specified in the transaction      agreements. | X        |                |
|            | Investor      Remittances and Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |     |                |
| 1122(d)(3)(i)   | Reports      to investors, including those to be filed with the Commission, are      maintained in accordance with the transaction agreements and applicable      Commission requirements. Specifically, such reports (A) are prepared in      accordance with timeframes and other terms set forth in the transaction      agreements; (B) provide information calculated in accordance with the      terms specified in the transaction agreements; (C) are filed with the      Commission as required by its rules and regulations; and (D) agree with      investors’ or the trustee’s records as to the total unpaid principal      balance and number of Pool Assets serviced by theServicer.                                        |     | X                   |

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|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Reviewed | Not      Applicable |
|------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|---------------------|
| 1122(d)(3)(ii)   | Amounts      due to investors are allocated and remitted in accordance with timeframes,      distribution priority and other terms set forth in the transaction      agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                    |     | X                   |
| 1122(d)(3)(iii)  | Disbursements      made to an investor are posted within two business days to the Servicer’s      investor records, or such other number of days specified in the      transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                |     | X                   |
| 1122(d)(3)(iv)   | Amounts      remitted to investors per the investor reports agree with cancelled      checks, or other form of payment, or custodial bank      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     | X                   |
|             | Pool      Asset Administration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |     |                |
| 1122(d)(4)(i)    | Collateral      or security on pool assets is maintained as required by the transaction      agreements or related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |     | X                   |
| 1122(d)(4)(ii)   | Pool      assets  and related documents are safeguarded as required by the      transaction agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | X        |                |
| 1122(d)(4)(iii)  | Any      additions, removals or substitutions to the asset pool are made, reviewed      and approved in accordance with any conditions or requirements in the      transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                          |     | X                   |
| 1122(d)(4)(iv)   | Payments      on pool assets, including any payoffs, made in accordance with the related      pool asset documents are posted to the Servicer’s obligor records      maintained no more than two business days after receipt, or such other      number of days specified in the transaction agreements, and allocated to      principal, interest or other items (e.g., escrow) in accordance with the      related pool asset documents.                                                                                                                                                                                    | X        |                |
| 1122(d)(4)(v)    | The      Servicer’s records regarding the pool assets agree with the Servicer’s      records with respect to an obligor’s unpaid principal    balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                            | X        |                |
| 1122(d)(4)(vi)   | Changes      with respect to the terms or status of an obligor's pool assets (e.g.,      loan modifications or re-agings) are made, reviewed and approved by      authorized personnel in accordance with the transaction agreements and      related pool asset documents.                                                                                                                                                                                                                                                                                                                                                         | X        |                |
| 1122(d)(4)(vii)  | Loss      mitigation or recovery actions (e.g., forbearance plans, modifications and      deeds in lieu of foreclosure, foreclosures and repossessions, as      applicable) are initiated, conducted and concluded in accordance with the      timeframes or other requirements established by the transaction      agreements.                                                                                                                                                                                                                                                                                                     | X        |                |
| 1122(d)(4)(viii) | Records      documenting collection efforts are maintained during the period a pool      asset is delinquent in accordance with the transaction agreements. Such      records are maintained on at least a monthly basis, or such other period      specified in the transaction agreements, and describe the entity’s      activities in monitoring delinquent pool assets including, for example,      phone calls, letters and payment rescheduling plans in cases where      delinquency is deemed temporary (e.g., illness or      unemployment).                                                                        | X        |                |
| 1122(d)(4)(ix)   | Adjustments      to interest rates or rates of return for pool assets with variable rates      are computed based on the related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | X        |                |
| 1122(d)(4)(x)    | Regarding      any funds held in trust for an obligor (such as escrow accounts): (A) such      funds are analyzed, in accordance with the obligor’s pool asset documents,      on at least an annual basis, or such other period specified in the      transaction agreements; (B) interest on such funds is paid, or credited,      to obligors in accordance with applicable pool asset documents and state      laws; and (C) such funds are returned to the obligor within 30 calendar      days of full repayment of the related pool assets, or such other number of      days specified in the transaction agreements. |     | X                   |

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|             |                                                                                                                                                                                                                                                                                                                                                                                                                          | Reviewed | Not      Applicable |
|------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|---------------------|
| 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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