Common use of Duties of Master Servicer Clause in Contracts

Duties of Master Servicer. The Master Servicer, for the benefit of the Issuer (to the extent provided herein), shall manage, service, administer and make collections on the Financed Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer exercises with respect to all comparable student loans that it services for itself and others. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall manage, service, administer and make collections with respect to the Financed Student Loans including collection of any Interest Subsidy Payments and Special Allowance Payments in accordance with all applicable Federal and State laws, including all applicable standards, guidelines and requirements of the Higher Education Act and any Guarantee Agreement, the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Loans for Interest Subsidy Payments, Special Allowance Payments or Guarantee Payments or would have an adverse effect on the Certificateholders, the Noteholders or the Surety Provider. The Master Servicer also hereby acknowledges that its obligation to service the Financed Student Loans includes those Additional Financed Student Loans conveyed by the Seller to the Eligible Lender Trustee on behalf of the Issuer pursuant to Section 2.2 and the related Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller promptly upon execution thereof; PROVIDED that any failure by the Seller to so deliver a Transfer Agreement shall not affect the Master Servicer's obligations hereunder to service all the Financed Student Loans.

Duties of Master Servicer. The Master Servicer, for the benefit of the Issuer (to the extent provided herein), shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections on the Financed Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to all comparable student loans that it services for itself and othersservices. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections with respect to the Financed Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Trust) in accordance with with, and otherwise comply with, all applicable Federal and State state laws, including all applicable standards, guidelines and requirements of the Higher Education Act (in the case of the Financed Federal Loans) and any Guarantee AgreementAgreement (in the case of the Financed Guaranteed Loans), the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Federal Loans for federal reinsurance or Interest Subsidy Payments, Payments or Special Allowance Payments or one or more of the Financed Guaranteed Loans for receipt of Guarantee Payments or would have an adverse effect on the Certificateholders, the Noteholders holders of Certificates or the Surety Providerholders of Notes. The Master Servicer also hereby acknowledges that its obligation to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) the Financed Student Loans includes those Additional Financed Student Loans conveyed by the Seller to the Eligible Lender Trustee on behalf of the Issuer Trust pursuant to Section 2.2 2.02 and the related Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller promptly upon execution thereof; PROVIDED that any failure by the Seller to so deliver a Transfer Agreement shall not affect the Master Servicer's obligations hereunder to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) all the Financed Student Loans.

Duties of Master Servicer. (a) The Master Servicer, as agent for the benefit of the Issuer (to the extent provided herein)) shall supervise, or take such actions as are necessary to ensure, the servicing and administration of the Mortgage Loans and any REO Property in accordance with this Agreement and the customary and usual standards of an institution prudently servicing mortgage loans for its own account and shall have full authority to do anything it reasonably deems appropriate in connection with such servicing and administration. The Master Servicer shall maintain servicing standards equivalent to those required for approval by Fannie Mae or Freddie Mac. The Mxxxxx Sxxxicer xxx xxrform its responsibilities relating to servicing through other agents or independent contractors, but shall not thereby be released from any of its responsibilities as hereinafter set forth. The authority of the Master Servicer, in its capacity as Master Servicer, shall manageinclude the power to (i) supervise the filing and collection of insurance claims and take or cause to be taken such actions on behalf of the insured person thereunder as shall be reasonably necessary to prevent the denial of coverage thereunder, serviceand (ii) effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing a related Mortgage Loan, administer including the employment of attorneys, the institution of legal proceedings, the collection of deficiency judgments, the acceptance of compromise proposals, the filing of claims under any Primary Insurance Policy and make collections on the Financed Student Loans with reasonable care, using that degree any other matter pertaining to a delinquent Mortgage Loan. The authority of skill and attention that the Master Servicer exercises with respect shall include, in addition, the power to: (i) execute and deliver customary consents or waivers and other instruments and documents; (ii) consent to all comparable student loans that it services for itself transfers of any related Mortgaged Property and othersassumptions of the related Mortgage Notes and Security Instruments (but only in the manner provided in this Agreement) and (iii) collect any Insurance Proceeds and Liquidation Proceeds. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth hereinforegoing, the Master Servicer shall manageis authorized and empowered to execute and deliver, serviceon behalf of itself, administer the Issuer, the Owner Trustee, the Trustee, the Certificateholders and make collections the Noteholders or any of them, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to the Financed Student such Mortgage Loans including collection of any Interest Subsidy Payments and Special Allowance Payments in accordance with all applicable Federal and State laws, including all applicable standards, guidelines and requirements of the Higher Education Act and any Guarantee Agreement, the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Loans for Interest Subsidy Payments, Special Allowance Payments or Guarantee Payments or would have an adverse effect on the Certificateholders, the Noteholders or the Surety Provider. The Master Servicer also hereby acknowledges that its obligation to service the Financed Student Loans includes those Additional Financed Student Loans conveyed by the Seller to the Eligible Lender Trustee on behalf of the Issuer pursuant to Section 2.2 and the related Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller promptly upon execution thereof; PROVIDED that any failure by the Seller to so deliver a Transfer Agreement shall not affect the Master Servicer's obligations hereunder to service all the Financed Student Mortgaged Properties securing such Mortgage Loans.

Duties of Master Servicer. The (a) Subject to the written direction of the Issuer, the Master Servicer, for the benefit of the Issuer (to the extent provided herein), shall manageprovide for, servicearrange and maintain, administer or take such actions as are necessary to provide for, arrange and make collections on maintain, the Financed servicing and administration of the Student Loans in accordance with prudent industry practices with one or more Servicers in accordance with this Agreement and shall perform the other actions required by the Master Servicer under this Agreement, with reasonable care, using that degree of skill and attention that the . The Master Servicer exercises shall have full authority to do anything it reasonably deems appropriate in connection with respect to all comparable student loans that it services providing for, arranging and maintaining such servicing and administration relationships with Servicers, including without limitation (1) entering into one or more Servicing Agreements with the Servicers and/or with the Issuer and the Servicers, (2) providing or arranging for itself and others. Without limiting the generality of the foregoing or replacement of any other provision set forth Servicing Agreement that expires or is terminated, (3) consulting with any Servicer regarding the negotiation, execution and performance of any Servicing Agreement or the servicing and administration of any related Student Loan, and (4) terminating any Servicing Agreement that may exist in this Agreement accordance with the terms and notwithstanding conditions of such Servicing Agreement, provided, that upon termination of any other provision to the contrary set forth hereinsuch Servicing Agreement, the Master Servicer shall manage, service, administer arrange for an appropriate Servicing Agreement with a Servicer pertaining to and make collections with respect to maintaining continuous servicing of the Financed Student Loans including collection of any Interest Subsidy Payments and Special Allowance Payments previously serviced under the terminated Servicing Agreement. The servicing arrangements provided for by the Master Servicer shall maintain servicing standards in accordance in all material respects with all applicable Federal agreements and State indentures of the Issuer and all applicable federal and state laws, including all applicable standards, guidelines and requirements of the Higher Education Act and any Guarantee AgreementAgreement with respect to the Student Loans, the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Loans for Interest Subsidy Payments, Special Allowance Payments or Guarantee Payments or would have an a material adverse effect on the Certificateholders, the Noteholders or the Surety ProviderNoteholders. The Master Servicer also hereby acknowledges that may perform its obligation to service the Financed Student Loans includes those Additional Financed Student Loans conveyed by the Seller to the Eligible Lender Trustee on behalf of the Issuer pursuant to Section 2.2 and the related Transfer Agreementresponsibilities hereunder through other agents or independent contractors, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller promptly upon execution thereof; PROVIDED that any failure by the Seller to so deliver a Transfer Agreement but shall not affect thereby be released from any of its responsibilities as hereinafter set forth. As part of its master servicing responsibilities hereunder, the Master Servicer's , for the benefit of the Issuer, shall oversee, administer and enforce the obligations hereunder of each Servicer under the related Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of such Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to service all such an extent and at such time as the Financed Master Servicer, in its good faith business judgment, would require were it the owner of the related Student Loans.

Duties of Master Servicer. The Master Servicer, for the benefit of the Noteholders and the Issuer (to the extent provided herein), shall manage, service, administer and make collections on (or shall cause the Financed Student Loans applicable Subservicers to) follow the Accepted Servicing Procedures with reasonable care, using that degree of skill and attention that the Master Servicer (or such Subservicer) exercises with respect to all comparable student loans held in securitization trusts that it services for itself but in any event, in accordance with customary and othersusual standards of practice of prudent loan servicers administering similar student loans and in accordance with Section 3.04 hereof. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall (or shall cause the applicable Subservicer to) manage, service, administer and make collections with respect to the Financed Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Trust in accordance with Section 4.02(c) hereof) in accordance with, and otherwise comply with, all applicable Federal and State state laws, including all applicable standards, guidelines and requirements of the Higher Education Act (in the case of the Financed Federal Loans) and any Guarantee AgreementAgreement (in the case of the Financed Guaranteed Loans), the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Federal Loans for federal reinsurance or Interest Subsidy Payments, Payments or Special Allowance Payments or one or more of the Financed Guaranteed Loans for receipt of Guarantee Payments or would have an adverse effect on the CertificateholdersHolders of Group I or Group II Notes, the Noteholders as applicable. The Master Servicer’s duties (or the Surety Providerduties of the applicable Subservicers on behalf of the Master Servicer) shall include collection and posting of all payments, responding to inquiries of borrowers on such Financed Student Loans, monitoring borrowers’ status, making required disclosures to borrowers, investigating delinquencies, sending payment coupons to borrowers and otherwise establishing repayment terms, reporting tax information to borrowers, if applicable, accounting for collections and furnishing monthly and annual statements with respect thereto to the Administrator. The Master Servicer also hereby acknowledges shall (or shall cause the applicable Subservicers to) keep separate records with respect to the Group I and Group II Student Loans so that its obligation separate reports can be generated with respect to service the each group of Financed Student Loans includes those Additional Financed Loans. Subject to the provisions of Section 4.02 and the first paragraph of this Section 4.01, the Master Servicer shall (or shall cause the applicable Subservicer to) follow its customary standards, policies and procedures in performing its duties as Master Servicer (or Subservicer, as the case may be). Without limiting the generality of the foregoing, the Master Servicer is authorized and empowered to execute and deliver (and may cause the applicable Subservicer to execute and deliver), on behalf of itself, the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Holders of the related group of Notes or any of them, instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Group I or Group II Student Loans; provided, however, that the Master Servicer agrees that it will not (nor will it permit a Subservicer to) (a) permit any rescission or cancellation of a Group I or Group II Student Loan except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Issuer and the Indenture Trustee or (b) reschedule, revise, defer or otherwise compromise with respect to payments due on any Group I or Group II Student Loan except pursuant to any applicable deferral or forbearance periods or otherwise in accordance with all applicable standards, guidelines and requirements of the Higher Education Act, any Guarantee Agreement or the Programs with respect to the servicing of the Group I and Group II Student Loans conveyed and except as otherwise permitted in accordance with Section 4.14; provided further, however, that the Master Servicer shall not agree (nor shall it permit any Subservicer to agree) to any decrease of the interest rate on, or the principal amount payable with respect to, any Group I or Group II Student Loan except in accordance with the applicable standards, guidelines and requirements of the Higher Education Act, any Guarantee Agreement or the Programs or otherwise in a manner consistent with the treatment of similar student loans owned or serviced by the Seller to Master Servicer and as otherwise permitted in accordance with Section 4.14. The Issuer and the Eligible Lender Trustee on behalf of the Issuer pursuant to Section 2.2 each hereby grants a power of attorney and the related Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered all necessary authorization to the Master Servicer by to (or to cause the Seller promptly applicable Subservicer to) maintain any and all collection procedures with respect to the Group I and Group II Student Loans it services (or subservices), including filing, pursuing and recovering claims against the Guarantors for Guarantee Payments and taking any steps to enforce such Group I and Group II Student Loan such as commencing a legal proceeding to enforce a Group I or Group II Student Loan in the name of the Issuer, the Eligible Lender Trustee, the Indenture Trustee or the Holders of the related group of Notes. The Issuer, the Eligible Lender Trustee or the Indenture Trustee shall, upon execution thereof; PROVIDED that the written request of the Master Servicer or the Administrator, furnish the Master Servicer or the Administrator (or at the written direction of the Master Servicer or the Administrator, the related Subservicer) with any failure by other powers of attorney and other documents reasonably necessary or appropriate to enable the Seller Master Servicer or the Administrator (or related Subservicer) to so deliver a Transfer Agreement carry out their servicing and administrative duties hereunder (or under the related Subservicing Agreement). Notwithstanding the foregoing, and without releasing the Master Servicer from its duties and obligations hereunder, the Master Servicer has appointed PHEAA and GLELSI as Subservicers and may appoint one or more additional Subservicers to act as “subservicer” on its behalf with respect to the Financed Student Loans such Subservicer is subservicing, in each case consistent with the terms of this Article IV and any other provision of this Agreement, and all references to the Master Servicer shall not affect be read to apply to such Subservicer acting on behalf of the Master Servicer's obligations hereunder to service all . In addition, the Master Servicer may, in the event that a Subservicer has been terminated or is no longer servicing the Financed Student Loans, perform the servicing functions required hereunder for up to 180 days, or a longer period of time if the Rating Agency Condition is met. In addition, none of KBNA, the Depositor or the Master Servicer shall make any change to a Program that affects any Group I or Group II Student Loan, if such change would have a material adverse effect on the interests of the Group I or Group II Noteholders, as applicable.

Duties of Master Servicer. The Master Servicer, acting alone or through one or more subservicers to the extent permitted hereunder, for the benefit of the Issuer (to the extent provided herein)Issuer, shall manage, service, administer and make collections on the Financed Student Loans Receivables with reasonable care, using that degree of skill and attention care but in no event less than the care that the Master Servicer exercises with respect to all comparable student loans motor vehicle receivables that it services for itself or others. The Master Servicer's duties shall include collection and othersposting of all payments, responding to inquiries of Obligors or by federal, State or local government authorities with respect to the Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting tax information to Obligors in accordance with its customary practices, policing the collateral, accounting for collections and furnishing monthly and annual statements to the Trustees with respect to distributions, providing collection and repossession services in the event of Obligor default, generating federal income tax information and performing the other duties specified herein. The Master Servicer shall have full power and authority to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable, it being understood, however, that the Master Servicer shall at all times remain responsible to the Issuer and the Indenture Trustee for the performance of its duties and obligations hereunder. Subject to the foregoing and to Section 3.02, the Master Servicer shall follow its customary standards, policies, practices and procedures in performing its duties hereunder as Master Servicer. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth hereinforegoing, the Master Servicer shall managebe authorized and empowered to execute and deliver, serviceon behalf of itself, administer the Depositor, the Issuer, the Trustees, the Securityholders or any of them, any and make collections all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Financed Student Loans including collection of any Interest Subsidy Payments Receivables and Special Allowance Payments in accordance with all applicable Federal and State laws, including all applicable standards, guidelines and requirements of the Higher Education Act and any Guarantee Agreement, the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Loans for Interest Subsidy Payments, Special Allowance Payments or Guarantee Payments or would have an adverse effect on the Certificateholders, the Noteholders or the Surety ProviderVehicles. The Master Servicer also is hereby acknowledges that authorized to commence, in its obligation own name or in the name of the Issuer, a legal proceeding to service enforce a Receivable pursuant to Section 3.04 or to commence or participate in a legal proceeding (including a bankruptcy proceeding) relating to or involving a Receivable, including a Defaulted Receivable. If the Financed Student Loans includes those Additional Financed Student Loans Master Servicer commences or participates in such a legal proceeding in its own name, the Issuer shall thereupon be deemed to have automatically assigned, solely for the purpose of collection on behalf of the party retaining an interest in such Receivable, such Receivable and the other property conveyed to the Issuer pursuant to Section 2.01 with respect to such Receivable to the Master Servicer for purposes of commencing or participating in any such proceeding as a party or claimant, and the Master Servicer is authorized and empowered by the Seller Issuer to execute and deliver in the Eligible Lender Master Servicer's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. If in any enforcement suit or legal proceeding it shall be held that the Master Servicer may not enforce a Receivable on the grounds that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Owner Trustee shall, at the Master Servicer's expense and written direction, take steps to enforce such Receivable, including bringing suit in the Master Servicer's or the Issuer's name or the name of the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders or any of them. The Owner Trustee, on behalf of the Issuer, shall furnish the Master Servicer with any powers of attorney and other documents and take any other steps which the Master Servicer may deem necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. The Master Servicer, at its expense, shall obtain on behalf of the Issuer or the Owner Trustee all licenses, if any, required by the laws of any jurisdiction to be held by the Issuer or the Owner Trustee in connection with ownership of the Receivables and shall make all filings and pay all fees as may be required in connection therewith during the term of this Agreement. The Master Servicer shall, or cause the Administrator to, prepare, execute and deliver all certificates or other documents required to be delivered by the Issuer pursuant to Section 2.2 the Sarbanes-Oxley Act of 2002 or the rules and the related Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller promptly upon execution thereof; PROVIDED that any failure by the Seller to so deliver a Transfer Agreement shall not affect the Master Servicer's obligations hereunder to service all the Financed Student Loansregulations promulgated xxxxxxxxxx.

Duties of Master Servicer. The Master Servicer, for the benefit of the Issuer (to the extent provided herein), shall manage, service, administer and make collections on the Financed Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer exercises with respect to all comparable student loans that it services for itself and others. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall manage, service, administer and make collections with respect to the Financed Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Trust) in accordance in all material respects with all applicable Federal and State laws, including all applicable standards, guidelines and requirements of the Higher Education Act and any Guarantee Agreement, the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Loans for Interest Subsidy Payments, Special Allowance Payments or Guarantee Payments or would have an a material adverse effect on the CertificateholdersCertificateholders or the Noteholders. The Master Servicer's duties shall include collection and posting of all payments, responding to inquiries of borrowers on such Financed Student Loans, monitoring borrowers' status, making required disclosures to borrowers, investigating delinquencies, sending bills or payment coupons to borrowers and otherwise establishing repayment terms, reporting tax information to borrowers, if applicable, accounting for collections and furnishing monthly and annual statements with respect thereto to the Administrator. Subject to the provisions of Section 4.2, the Master Servicer shall follow customary standards, policies and procedures in performing its duties as Master Servicer. Without limiting the generality of the foregoing, the Master Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders and the Noteholders or any of them, instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Financed Student Loans; provided, however, that the Surety ProviderMaster Servicer agrees that it will not (a) permit any rescission or cancellation of a Financed Student Loan except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Eligible Lender Trustee and the Indenture Trustee or (b) except as otherwise provide in Section 4.14, reschedule, revise, defer or otherwise compromise with respect to payments due on any Financed Student Loan except pursuant to any applicable deferral or forbearance periods or otherwise in accordance with all applicable standards, guidelines and requirements with respect to the servicing of the Financed Student Loans (notwithstanding the foregoing, the Master Servicer may, in its sole discretion, without having to obtain the consent or approval of any other party, waive amounts owing under a Financed Student Loan up to and including $50.00); provided further, however, that the Master Servicer shall not agree to any decrease of the interest rate on, or the principal amount payable with respect to, any Financed Student Loan except as otherwise permitted in accordance with applicable standards, guidelines and requirements of the Higher Education Act, any Guarantee Agreement. The Master Servicer also hereby acknowledges that its obligation shall be responsible for advising the Eligible Lender Trustee and the Indenture Trustee of any action required to service the Financed Student Loans includes those Additional Financed Student Loans conveyed by the Seller be taken to the maintain each such Guarantee Agreement. The Eligible Lender Trustee on behalf of the Issuer pursuant to Section 2.2 hereby grants a power of attorney and the related Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered all necessary authorization to the Master Servicer by to sign endorsements of the Seller promptly upon execution thereof; PROVIDED that notes relating to the Financed Student Loans on behalf of the Eligible Lender Trustee in connection with conveyances pursuant to Section 2.3 hereof and to maintain any failure by the Seller and all collection procedures with respect to so deliver a Transfer Agreement shall not affect the Master Servicer's obligations hereunder to service all the Financed Student Loans, including filing, pursuing and recovering claims against the Guarantors for Guarantee Payments and taking any steps to enforce such Financed Student Loan such as commencing a legal proceeding to enforce a Financed Student Loan in the name of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders or the Noteholders. The Eligible Lender Trustee or the Indenture Trustee shall upon the written request of the Master Servicer or the Administrator furnish the Master Servicer or the Administrator with any other powers of attorney and other documents reasonably necessary or appropriate to enable the Master Servicer or the Administrator to carry out its servicing and administrative duties hereunder.

Duties of Master Servicer. The Master Servicer, for the benefit of the Issuer (to the extent provided herein), shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections on the Financed Group I and Group II Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to all comparable student loans that it services for itself but in any event, in accordance with customary and othersusual standards of practice of prudent lenders and loan servicers administering similar student loans. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections with respect to the Financed Group I and Group II Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Trust) in accordance with with, and otherwise comply with, all applicable Federal and State state laws, including all applicable standards, guidelines and requirements of the Higher Education Act (in the case of the Financed Federal Loans) and any Guarantee AgreementAgreement (in the case of the Financed Guaranteed Loans), the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Federal Loans for federal reinsurance or Interest Subsidy Payments, Payments or Special Allowance Payments or one or more of the Financed Guaranteed Loans for receipt of Guarantee Payments or would have an adverse effect on the Certificateholdersholders of Group I or Group II Notes, the Noteholders or the Surety Provideras applicable. The Master Servicer also hereby acknowledges that its obligation to service (or to cause the Financed applicable Sub-Servicer to sub-service on its behalf) the Group I and Group II Student Loans includes those Additional Financed Group I Student Loans and Additional Group II Student Loans, as the case may be conveyed by the Seller Depositor to the Eligible Lender Trustee on behalf of the Issuer Trust pursuant to Section 2.2 2.02 and the related Subsequent Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller Depositor promptly upon execution thereof; PROVIDED that any failure by the Seller Depositor to so deliver a Subsequent Transfer Agreement shall not affect the Master Servicer's obligations hereunder to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) all the Financed Group I and Group II Student Loans.

Duties of Master Servicer. The Master Servicer, for the benefit of the Noteholders and the Issuer (to the extent provided herein), shall (or shall cause the applicable Sub-Servicers to) manage, service, administer and make collections on the Financed Group I and Group II Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to all comparable student loans that it services for itself but in any event, in accordance with customary and othersusual standards of practice of prudent lenders and loan servicers administering similar student loans. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections with respect to the Financed Group I and Group II Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Trust) in accordance with with, and otherwise comply with, all applicable Federal and State state laws, including all applicable standards, guidelines and requirements of the Higher Education Act (in the case of the Financed Federal Loans) and any Guarantee AgreementAgreement (in the case of the Financed Guaranteed Loans), the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Federal Loans for federal reinsurance or Interest Subsidy Payments, Payments or Special Allowance Payments or one or more of the Financed Guaranteed Loans for receipt of Guarantee Payments or would have an adverse effect on the Certificateholdersholders of Group I Notes, the Noteholders Group II Notes or the Surety ProviderSecurities Insurer, as applicable. The Master Servicer also hereby acknowledges that its obligation to service (or to cause the Financed applicable Sub-Servicer to sub-service on its behalf) the Group I and Group II Student Loans includes those Additional Financed Group I Student Loans and Additional Group II Student Loans, as the case may be conveyed by the Seller Depositor to the Eligible Lender Trustee on behalf of the Issuer Trust pursuant to Section 2.2 2.02 and the related Subsequent Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller Depositor promptly upon execution thereof; PROVIDED provided that any failure by the Seller Depositor to so deliver a Subsequent Transfer Agreement shall not affect the Master Servicer's obligations hereunder to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) all the Group I and Group II Student Loans. The Master Servicer's duties (or the duties of the applicable Sub-Servicers on behalf of the Master Servicer) shall include collection and posting of all payments, responding to inquiries of borrowers on such Financed Student Loans, monitoring borrowers' status, making required disclosures to borrowers, investigating delinquencies, sending payment coupons to borrowers and otherwise establishing repayment terms, reporting tax information to borrowers, if applicable, accounting for collections and furnishing monthly and annual statements with respect thereto to the Administrator. The Master Servicer shall (or shall cause the applicable Sub-Servicers to) keep separate records with respect to the Group I and Group II Student Loans so that separate reports can be generated with respect to each group of Financed Student Loans. Subject to the provisions of Section 4.02 and the first paragraph of this Section 4.01, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) follow its customary standards, policies and procedures in performing its duties as Master Servicer (or Sub-Servicer, as the case may be). Without limiting the generality of the foregoing, the Master Servicer is authorized and empowered to execute and deliver (and may cause the applicable Sub-Servicer to execute and deliver), on behalf of itself, the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Securities Insurer (with respect to the Group II Student Loans only), the Swap Counterparty and the holders of the related group of Notes or any of them, instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Group I or Group II Student Loans; provided, however, that the Master Servicer agrees that it will not (nor will it permit a Sub-Servicer to) (a) permit any rescission or cancellation of a Group I or Group II Student Loan except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Eligible Lender Trustee, the Securities Insurer (with respect to the Group II Student Loans only, and provided that no Securities Insurer Default has occurred and is continuing) and the Indenture Trustee or (b) reschedule, revise, defer or otherwise compromise with respect to payments due on any Group I or Group II Student Loan except pursuant to any applicable deferral or forbearance periods or otherwise in accordance with all applicable standards, guidelines and requirements of the Higher Education Act, any Guarantee Agreement or the Programs with respect to the servicing of the Group I and Group II Student Loans and except as otherwise permitted in accordance with Section 4.14; provided further, however, that the Master Servicer shall not agree (nor shall it permit any Sub-Servicer to agree) to any decrease of the interest rate on, or the principal amount payable with respect to, any Group I or Group II Student Loan except in accordance with the applicable standards, guidelines and requirements of the Higher Education Act, any Guarantee Agreement or the Programs and as otherwise permitted in accordance with Section 4.14. The Eligible Lender Trustee on behalf of the Issuer hereby grants a power of attorney and all necessary authorization to the Master Servicer to (or to cause the applicable Sub-Servicer to) maintain any and all collection procedures with respect to the Group I and Group II Student Loans it services (or sub-services), including filing, pursuing and recovering claims against the Guarantors for Guarantee Payments and taking any steps to enforce such Group I and Group II Student Loan such as commencing a legal proceeding to enforce a Group I or Group II Student Loan in the name of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Securities Insurer (with respect to Group II Student Loans only), the Swap Counterparty or the holders of the related group of Notes. The Eligible Lender Trustee or the Indenture Trustee shall, upon the written request of the Master Servicer or the Administrator, furnish the Master Servicer or the Administrator (or at the written direction of the Master Servicer or the Administrator, the related Sub-Servicer) with any other powers of attorney and other documents reasonably necessary or appropriate to enable the Master Servicer or the Administrator (or related Sub-Servicer) to carry out their servicing and administrative duties hereunder (or under the related Sub-Servicing Agreement). Notwithstanding the foregoing, and without releasing the Master Servicer from its duties and obligations hereunder, the Master Servicer has appointed Great Lakes and PHEAA as Sub-Servicers and may appoint one or more additional Sub-Servicers to act as “sub-servicer” on its behalf with respect to the Financed Student Loans such Sub-Servicer is sub-servicing, in each case consistent with the terms of this Article IV and any other provision of this Agreement, and all references to the Master Servicer shall be read to apply to such Sub-Servicer acting on behalf of the Master Servicer. In addition, the Master Servicer may, in the event that a Sub-Servicer has been terminated or is no longer servicing the Financed Student Loans, perform the servicing functions required hereunder for up to 180 days, or a longer period of time if the Rating Agency Condition is met (with respect to the Group I Student Loans) or if consented to by the Securities Insurer (with respect to the Group II Student Loans only). In addition, none of KBUSA, the Depositor or the Master Servicer shall make any change to a Program that affects any Group I or Group II Student Loan, if such change would have a material adverse effect on the interests of the Group I or Group II Noteholders, as applicable, or, with respect to the Group II Student Loans only, the Securities Insurer without the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing). The Master Servicer, the Depositor or KBUSA shall deliver to the Securities Insurer a copy of each change to a Program that materially affects any of the Group II Student Loans.

Duties of Master Servicer. The Master Servicer, for the benefit of the Issuer (to the extent provided herein), Servicer shall manage, service, administer and make collections on the Financed Student Loans Receivables with reasonable care, using that degree of skill and attention that the Master Servicer (or the related Receivables Servicer) exercises with respect to all comparable student loans new and used automobile, light-duty truck, sports utility vehicle and motorcycle receivables that it (or such Receivables Servicer) services for itself itself. The Master Servicer's duties shall include collection and othersposting of all payments, responding to inquiries of Obligors on such Receivables, investigating delinquencies, reporting tax information to Obligors, accounting for collections, furnishing (or causing to be furnished) monthly and annual statements to the Owner Trustee, the Indenture Trustee and the Securities Administrator with respect to distributions and preparing (or causing to be prepared) the tax returns of the Trust in accordance with Section 5.06 of the Trust Agreement. The Master Servicer shall follow its (or the related Receivables Servicer's) customary standards, policies and procedures in performing its duties as Master Servicer. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth hereinforegoing, the Master Servicer shall manageis hereby (and each Receivables Servicer pursuant to its Receivables Servicing Agreement is thereby) authorized and empowered to execute and deliver, serviceon behalf of itself (the Master Servicer, administer in the case of a Receivables Servicer), the Issuer, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Noteholders, the Certificateholders, or any of them, any and make collections all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Receivables or to the Financed Student Loans including collection Vehicles securing such Receivables. If the Master Servicer (or the related Receivables Servicer) shall commence a legal proceeding to enforce a Receivable, the Issuer (in the case of a Receivable other than a Purchased Receivable) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable to the Master Servicer (or the related Receivables Servicer). If in any Interest Subsidy Payments and Special Allowance Payments enforcement suit or legal proceeding it shall be held that the Master Servicer (or the related Receivables Servicer) may not enforce a Receivable on the ground that it shall not be a real party in accordance with all applicable Federal and State lawsinterest or a holder entitled to enforce the Receivable, including all applicable standardsthe Master Servicer, guidelines and requirements on behalf of the Higher Education Act Issuer, shall, at the Master Servicer's expense and any Guarantee direction (or, to the extent permitted in the related Receivables Servicing Agreement, the failure related Receivables Servicer's expense and direction), take steps to comply with which would adversely affect enforce the eligibility of one Receivable, including bringing suit in its name or more the names of the Financed Student Loans for Interest Subsidy PaymentsIndenture Trustee, Special Allowance Payments or Guarantee Payments or would have an adverse effect on the Issuer, the Noteholders, the Certificateholders, or any of them. The Issuer shall furnish the Noteholders Master Servicer (or the Surety Providerrelated Receivables Servicer) with any powers of attorney and other documents reasonably necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. It is hereby acknowledged that the Master Servicer has engaged [______________] as Receivables Servicer[s] under the Receivables Servicing Agreement[s] and [_______] Administrator. The Master Servicer also hereby acknowledges that its obligation shall promptly notify each Rating Agency of any material amendment to service any Receivables Servicing Agreement. The Master Servicer shall enforce the Financed Student Loans includes those Additional Financed Student Loans conveyed by the Seller to the Eligible Lender Trustee on behalf obligations of the Issuer pursuant to Section 2.2 and each Receivables Servicer under the related Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller promptly upon execution thereof; PROVIDED that any failure by the Seller to so deliver a Transfer Receivables Servicing Agreement shall not affect the Master Servicer's obligations hereunder to service in all the Financed Student Loansmaterial respects until such Receivables Servicing Agreement has been terminated in accordance with its terms.

Duties of Master Servicer. The Master Servicer, for the benefit of the Issuer (to the extent provided herein), shall manage, service, administer and make collections on the Financed Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer exercises with respect to all comparable student loans that it services for itself and others. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall manage, service, administer and make collections with respect to the Financed Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Trust) in accordance in all material respects with all applicable Federal federal and State laws, including all applicable standards, guidelines and requirements of the Higher Education Act and any Guarantee AgreementAgreement with respect to the Financed FFELP Loans and of the HEAL Act and the HEAL Insurance Contract with respect to the Financed HEAL Loans, the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student FFELP Loans for Interest Subsidy Payments, Special Allowance Payments or Guarantee Payments or the eligibility of one or more of the Financed HEAL Loans for Insurance Payments or would have an a material adverse effect on the CertificateholdersCertificateholders or the Noteholders. The Master Servicer's duties shall include collection and posting of all payments, responding to inquiries of borrowers on such Financed Student Loans, monitoring borrowers' status, making required disclosures to borrowers, investigating delinquencies, sending bills or payment coupons to borrowers and otherwise establishing repayment terms, reporting tax information to borrowers, if applicable, accounting for collections and furnishing monthly and annual statements with respect thereto to the Administrator. Subject to the provisions of Section 4.2, the Master Servicer shall follow customary standards, policies and procedures in performing its duties as Master Servicer. Without limiting the generality of the foregoing, the Master Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders and the Noteholders or any of them, instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Financed Student Loans; PROVIDED, HOWEVER, that the Surety ProviderMaster Servicer agrees that it will not (a) permit any rescission or cancellation of a Financed Student Loan except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Eligible Lender Trustee and the Indenture Trustee or (b) except as otherwise provided in Section 4.14, reschedule, revise, defer or otherwise compromise with respect to payments due on any Financed Student Loan except pursuant to any applicable deferment or forbearance periods or otherwise in accordance with all applicable standards, guidelines and requirements with respect to the servicing of the Financed Student Loans; PROVIDED FURTHER, HOWEVER, that the Master Servicer shall not agree to any decrease of the interest rate on, or the principal amount payable with respect to, any Financed Student Loan except as otherwise permitted in accordance with applicable standards, guidelines and requirements of the Higher Education Act and any Guarantee Agreement with respect to the Financed FFELP Loans and by the HEAL Act and the HEAL Insurance Contract with respect to the Financed HEAL Loans. Notwithstanding the foregoing, the Master Servicer may, in its sole discretion, without having to obtain the consent or approval of any other party, (i) not collect late charges that may be due on Financed Student Loans, and (ii) waive remaining amounts owing under a Financed Student Loan up to and including $250.00. The Master Servicer also hereby acknowledges that its obligation shall be responsible for advising the Eligible Lender Trustee and the Indenture Trustee of any action required to service be taken to maintain each such Guarantee Agreement and the Financed Student Loans includes those Additional Financed Student Loans conveyed by the Seller to the HEAL Insurance Contract. The Eligible Lender Trustee on behalf of the Issuer pursuant to Section 2.2 hereby grants a power of attorney and the related Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered all necessary authorization to the Master Servicer by to sign endorsements of the Seller promptly upon execution thereof; PROVIDED that notes relating to the Financed Student Loans on behalf of the Eligible Lender Trustee in connection with conveyances pursuant to Section 2.3 hereof and to maintain any failure by the Seller and all collection procedures with respect to so deliver a Transfer Agreement shall not affect the Master Servicer's obligations hereunder to service all the Financed Student Loans, including filing, pursuing and recovering claims against the Guarantors for Guarantee Payments and the Department of HHS for Insurance Payments and taking any steps to enforce such Financed Student Loan such as commencing a legal proceeding to enforce a Financed Student Loan in the name of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders or the Noteholders. The Eligible Lender Trustee or the Indenture Trustee shall upon the written request of the Master Servicer or the Administrator furnish the Master Servicer or the Administrator with any other powers of attorney and other documents reasonably necessary or appropriate to enable the Master Servicer or the Administrator to carry out its servicing and administrative duties hereunder.

Duties of Master Servicer. The Master Servicer, for the benefit of the Noteholders, the Securities Insurer and the Issuer (to the extent provided herein), shall (or shall cause the applicable Sub-Servicers to) manage, service, administer and make collections on the Financed Group I and Group II Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to all comparable student loans that it services for itself but in any event, in accordance with customary and othersusual standards of practice of prudent lenders and loan servicers administering similar student loans. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections with respect to the Financed Group I and Group II Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Trust) in accordance with with, and otherwise comply with, all applicable Federal and State state laws, including all applicable standards, guidelines and requirements of the Higher Education Act (in the case of the Financed Federal Loans) and any Guarantee AgreementAgreement (in the case of the Financed Guaranteed Loans), the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Federal Loans for federal reinsurance or Interest Subsidy Payments, Payments or Special Allowance Payments or one or more of the Financed Guaranteed Loans for receipt of Guarantee Payments or would have an adverse effect on the Certificateholdersholders of Group I Notes, the Noteholders Group II Notes or the Surety ProviderSecurities Insurer, as applicable. The Master Servicer also hereby acknowledges that its obligation to service (or to cause the Financed applicable Sub-Servicer to sub-service on its behalf) the Group I and Group II Student Loans includes those Additional Financed Group I Student Loans and Additional Group II Student Loans, as the case may be conveyed by the Seller Depositor to the Eligible Lender Trustee on behalf of the Issuer Trust pursuant to Section 2.2 2.02 and the related Subsequent Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller Depositor promptly upon execution thereof; PROVIDED provided that any failure by the Seller Depositor to so deliver a Subsequent Transfer Agreement shall not affect the Master Servicer's ’s obligations hereunder to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) all the Group I and Group II Student Loans. The Master Servicer’s duties (or the duties of the applicable Sub-Servicers on behalf of the Master Servicer) shall include collection and posting of all payments, responding to inquiries of borrowers on such Financed Student Loans, monitoring borrowers’ status, making required disclosures to borrowers, investigating delinquencies, sending payment coupons to borrowers and otherwise establishing repayment terms, reporting tax information to borrowers, if applicable, accounting for collections and furnishing monthly and annual statements with respect thereto to the Administrator. The Master Servicer shall (or shall cause the applicable Sub-Servicers to) keep separate records with respect to the Group I and Group II Student Loans so that separate reports can be generated with respect to each group of Financed Student Loans. Subject to the provisions of Section 4.02 and the first paragraph of this Section 4.01, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) follow its customary standards, policies and procedures in performing its duties as Master Servicer (or Sub-Servicer, as the case may be). Without limiting the generality of the foregoing, the Master Servicer is authorized and empowered to execute and deliver (and may cause the applicable Sub-Servicer to execute and deliver), on behalf of itself, the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Securities Insurer (with respect to the Group II Student Loans only), the Swap Counterparty (with respect to the Group I Student Loans only) and the holders of the related group of Notes or any of them, instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Group I or Group II Student Loans; provided, however, that the Master Servicer agrees that it will not (nor will it permit a Sub-Servicer to) (a) permit any rescission or cancellation of a Group I or Group II Student Loan except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Eligible Lender Trustee, the Securities Insurer (with respect to the Group II Student Loans only, and provided that no Securities Insurer Default has occurred and is continuing) and the Indenture Trustee or (b) reschedule, revise, defer or otherwise compromise with respect to payments due on any Group I or Group II Student Loan except pursuant to any applicable deferral or forbearance periods or otherwise in accordance with all applicable standards, guidelines and requirements of the Higher Education Act, any Guarantee Agreement or the Programs with respect to the servicing of the Group I and Group II Student Loans and except as otherwise permitted in accordance with Section 4.14; provided further, however, that the Master Servicer shall not agree (nor shall it permit any Sub-Servicer to agree) to any decrease of the interest rate on, or the principal amount payable with respect to, any Group I or Group II Student Loan except in accordance with the applicable standards, guidelines and requirements of the Higher Education Act, any Guarantee Agreement or the Programs and as otherwise permitted in accordance with Section 4.14. The Eligible Lender Trustee on behalf of the Issuer hereby grants a power of attorney and all necessary authorization to the Master Servicer to (or to cause the applicable Sub-Servicer to) maintain any and all collection procedures with respect to the Group I and Group II Student Loans it services (or sub-services), including filing, pursuing and recovering claims against the Guarantors for Guarantee Payments and taking any steps to enforce such Group I and Group II Student Loan such as commencing a legal proceeding to enforce a Group I or Group II Student Loan in the name of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Securities Insurer (with respect to Group II Student Loans only), the Swap Counterparty (with respect to Group I Student Loans only) or the holders of the related group of Notes. The Eligible Lender Trustee or the Indenture Trustee shall, upon the written request of the Master Servicer or the Administrator, furnish the Master Servicer or the Administrator (or at the written direction of the Master Servicer or the Administrator, the related Sub-Servicer) with any other powers of attorney and other documents reasonably necessary or appropriate to enable the Master Servicer or the Administrator (or related Sub-Servicer) to carry out their servicing and administrative duties hereunder (or under the related Sub-Servicing Agreement). Notwithstanding the foregoing, and without releasing the Master Servicer from its duties and obligations hereunder, the Master Servicer has appointed Great Lakes and PHEAA as Sub-Servicers and may appoint one or more additional Sub-Servicers to act as “sub-servicer” on its behalf with respect to the Financed Student Loans such Sub-Servicer is sub-servicing, in each case consistent with the terms of this Article IV and any other provision of this Agreement, and all references to the Master Servicer shall be read to apply to such Sub-Servicer acting on behalf of the Master Servicer. In addition, the Master Servicer may, in the event that a Sub-Servicer has been terminated or is no longer servicing the Financed Student Loans, perform the servicing functions required hereunder for up to 180 days, or a longer period of time if the Rating Agency Condition is met (with respect to the Group I Student Loans) or if consented to by the Securities Insurer (with respect to the Group II Student Loans only). In addition, none of KBUSA, the Depositor or the Master Servicer shall make any change to a Program that affects any Group I or Group II Student Loan, if such change would have a material adverse effect on the interests of the Group I or Group II Noteholders, as applicable, or, with respect to the Group II Student Loans only, the Securities Insurer without the consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing). The Master Servicer, the Depositor or KBUSA shall deliver to the Securities Insurer a copy of each change to a Program that materially affects any of the Group II Student Loans.

Duties of Master Servicer. The Master Servicer, for the benefit of the Issuer (to the extent provided herein), shall manage, service, administer and make collections on the Financed Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer exercises with respect to all comparable student loans that it services for itself and others. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall manage, service, administer and make collections with respect to the Financed Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Trust) in accordance in all material respects with all applicable Federal federal and State laws, including all applicable standards, guidelines and requirements of the Higher Education Act and any Guarantee AgreementAgreement with respect to the Financed FFELP Loans and of the HEAL Act and the HEAL Insurance Contract with respect to the Financed HEAL Loans, the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student FFELP Loans for Interest Subsidy Payments, Special Allowance Payments or Guarantee Payments or the eligibility of one or more of the Financed HEAL Loans for Insurance Payments or would have an a material adverse effect on the CertificateholdersCertificateholders or the Noteholders. The Master Servicer's duties shall include collection and posting of all payments, responding to inquiries of borrowers on such Financed Student Loans, monitoring borrowers' status, making required disclosures to borrowers, investigating delinquencies, sending bills or payment coupons to borrowers and otherwise establishing repayment terms, reporting tax information to borrowers, if applicable, accounting for collections and furnishing monthly and annual statements with respect thereto to the Administrator. Subject to the provisions of Section 4.2, the Master Servicer shall follow customary standards, policies and procedures in performing its duties as Master Servicer. Without limiting the generality of the foregoing, the Master Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders and the Noteholders or any of them, instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Financed Student Loans; provided, however, that the Surety ProviderMaster Servicer agrees that it will not (a) permit any rescission or cancellation of a Financed Student Loan except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Eligible Lender Trustee and the Indenture Trustee or (b) except as otherwise provided in Section 4.14, reschedule, revise, defer or otherwise compromise with respect to payments due on any Financed Student Loan except pursuant to any applicable deferment or forbearance periods or otherwise in accordance with all applicable standards, guidelines and requirements with respect to the servicing of the Financed Student Loans; provided further, however, that the Master Servicer shall not agree to any decrease of the interest rate on, or the principal amount payable with respect to, any Financed Student Loan except as otherwise permitted in accordance with applicable standards, guidelines and requirements of the Higher Education Act and any Guarantee Agreement with respect to the Financed FFELP Loans and by the HEAL Act and the HEAL Insurance Contract with respect to the Financed HEAL Loans. Notwithstanding the foregoing, the Master Servicer may, in its sole discretion, without having to obtain the consent or approval of any other party, (i) not collect late charges that may be due on Financed Student Loans, and (ii) waive remaining amounts owing under a Financed Student Loan up to and including $250.00. The Master Servicer also hereby acknowledges that its obligation shall be responsible for advising the Eligible Lender Trustee and the Indenture Trustee of any action required to service be taken to maintain each such Guarantee Agreement and the Financed Student Loans includes those Additional Financed Student Loans conveyed by the Seller to the HEAL Insurance Contract. The Eligible Lender Trustee on behalf of the Issuer pursuant to Section 2.2 hereby grants a power of attorney and the related Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered all necessary authorization to the Master Servicer by to sign endorsements of the Seller promptly upon execution thereof; PROVIDED that notes relating to the Financed Student Loans on behalf of the Eligible Lender Trustee in connection with conveyances pursuant to Section 2.3 hereof and to maintain any failure by the Seller and all collection procedures with respect to so deliver a Transfer Agreement shall not affect the Master Servicer's obligations hereunder to service all the Financed Student Loans, including filing, pursuing and recovering claims against the Guarantors for Guarantee Payments and the Department of HHS for Insurance Payments and taking any steps to enforce such Financed Student Loan such as commencing a legal proceeding to enforce a Financed Student Loan in the name of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders or the Noteholders. The Eligible Lender Trustee or the Indenture Trustee shall upon the written request of the Master Servicer or the Administrator furnish the Master Servicer or the Administrator with any other powers of attorney and other documents reasonably necessary or appropriate to enable the Master Servicer or the Administrator to carry out its servicing and administrative duties hereunder.

Duties of Master Servicer. The Master Servicer, for the benefit of the Noteholders and the Issuer (to the extent provided herein), shall (or shall cause the applicable Sub-Servicers to) manage, service, administer and make collections on the Financed Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to all comparable student loans held in securitization trusts that it services for itself but in any event, in accordance with customary and othersusual standards of practice of prudent loan servicers administering similar student loans and in accordance with Section 3.04 hereof. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections with respect to the Financed Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Trust in accordance with Section 4.02(c) hereof) in accordance with, and otherwise comply with, all applicable Federal and State state laws, including all applicable standards, guidelines and requirements of the Higher Education Act (in the case of the Financed Federal Loans) and any Guarantee AgreementAgreement (in the case of the Financed Guaranteed Loans), the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Federal Loans for federal reinsurance or Interest Subsidy Payments, Payments or Special Allowance Payments or one or more of the Financed Guaranteed Loans for receipt of Guarantee Payments or would have an adverse effect on the CertificateholdersHolders of [Group I] Notes or [Group II] Notes, the Noteholders or the Surety Provideras applicable. The Master Servicer also hereby acknowledges that its obligation to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) the Financed Student Loans includes those Additional Financed [Group I] Student Loans and Additional [Group II] Student Loans, and any Substituted Student Loans, as the case may be, conveyed by the Seller Depositor to the Issuer (and with respect to legal title, to the Eligible Lender Trustee on behalf of the Issuer Issuer) pursuant to Section 2.2 Sections 2.02 and 3.02 and the related Subsequent Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller Depositor promptly upon execution thereof; PROVIDED provided that any failure by the Seller Depositor to so deliver a Subsequent Transfer Agreement shall not affect the Master Servicer's ’s obligations hereunder to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) all the Financed Student Loans. The Master Servicer’s duties (or the duties of the applicable Sub-Servicers on behalf of the Master Servicer) shall include collection and posting of all payments, responding to inquiries of borrowers on such Financed Student Loans, monitoring borrowers’ status, making required disclosures to borrowers, investigating delinquencies, sending payment coupons to borrowers and otherwise establishing repayment terms, reporting tax information to borrowers, if applicable, accounting for collections and furnishing monthly and annual statements with respect thereto to the Administrator. The Master Servicer shall (or shall cause the applicable Sub-Servicers to) keep separate records with respect to the [Group I] and [Group II] Student Loans so that separate reports can be generated with respect to each group of Financed Student Loans. Subject to the provisions of Section 4.02 and the first paragraph of this Section 4.01, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) follow its customary standards, policies and procedures in performing its duties as Master Servicer (or Sub-Servicer, as the case may be). Without limiting the generality of the foregoing, the Master Servicer is authorized and empowered to execute and deliver (and may cause the applicable Sub-Servicer to execute and deliver), on behalf of itself, the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Holders of the related group of Notes or any of them, instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such [Group I] or [Group II] Student Loans; provided, however, that the Master Servicer agrees that it will not (nor will it permit a Sub-Servicer to) (a) permit any rescission or cancellation of a [Group I] or [Group II] Student Loan except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Issuer and the Indenture Trustee or (b) reschedule, revise, defer or otherwise compromise with respect to payments due on any [Group I] or [Group II] Student Loan except pursuant to any applicable deferral or forbearance periods or otherwise in accordance with all applicable standards, guidelines and requirements of the Higher Education Act, any Guarantee Agreement or the Programs with respect to the servicing of the [Group I] and [Group II] Student Loans and except as otherwise permitted in accordance with Section 4.14; provided further, however, that the Master Servicer shall not agree (nor shall it permit any Sub-Servicer to agree) to any decrease of the interest rate on, or the principal amount payable with respect to, any [Group I] or [Group II] Student Loan except in accordance with the applicable standards, guidelines and requirements of the Higher Education Act, any Guarantee Agreement or the Programs or otherwise in a manner consistent with the treatment of similar student loans owned or serviced by the Master Servicer and as otherwise permitted in accordance with Section 4.14. The Issuer and the Eligible Lender Trustee on behalf of the Issuer each hereby grants a power of attorney and all necessary authorization to the Master Servicer to (or to cause the applicable Sub-Servicer to) maintain any and all collection procedures with respect to the [Group I] and [Group II] Student Loans it services (or sub-services), including filing, pursuing and recovering claims against the Guarantors for Guarantee Payments and taking any steps to enforce such [Group I] and [Group II] Student Loan such as commencing a legal proceeding to enforce a [Group I] or [Group II] Student Loan in the name of the Issuer, the Eligible Lender Trustee, the Indenture Trustee or the Holders of the related group of Notes. The Issuer, the Eligible Lender Trustee or the Indenture Trustee shall, upon the written request of the Master Servicer or the Administrator, furnish the Master Servicer or the Administrator (or at the written direction of the Master Servicer or the Administrator, the related Sub-Servicer) with any other powers of attorney and other documents reasonably necessary or appropriate to enable the Master Servicer or the Administrator (or related Sub-Servicer) to carry out their servicing and administrative duties hereunder (or under the related Sub-Servicing Agreement). Notwithstanding the foregoing, and without releasing the Master Servicer from its duties and obligations hereunder, the Master Servicer has appointed [____] and [____] as Sub-Servicers and may appoint one or more additional Sub-Servicers to act as “sub-servicer” on its behalf with respect to the Financed Student Loans such Sub-Servicer is sub-servicing, in each case consistent with the terms of this Article IV and any other provision of this Agreement, and all references to the Master Servicer shall be read to apply to such Sub-Servicer acting on behalf of the Master Servicer. In addition, the Master Servicer may, in the event that a Sub-Servicer has been terminated or is no longer servicing the Financed Student Loans, perform the servicing functions required hereunder for up to 180 days, or a longer period of time if the Rating Agency Condition is met. In addition, none of KBNA, the Depositor or the Master Servicer shall make any change to a Program that affects any [Group I] or [Group II] Student Loan, if such change would have a material adverse effect on the interests of the [Group I] or [Group II] Noteholders, as applicable.

Duties of Master Servicer. The Master Servicer, for the benefit of the Noteholders and the Issuer (to the extent provided herein), shall (or shall cause the applicable Sub-Servicers to) manage, service, administer and make collections on the Financed Group I and Group II Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to all comparable student loans that it services for itself but in any event, in accordance with customary and othersusual standards of practice of prudent lenders and loan servicers administering similar student loans and in accordance with Section 3.04 hereof. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections with respect to the Financed Group I and Group II Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Trust in accordance with Section 4.02(c) hereof) in accordance with, and otherwise comply with, all applicable Federal and State state laws, including all applicable standards, guidelines and requirements of the Higher Education Act (in the case of the Financed Federal Loans) and any Guarantee AgreementAgreement (in the case of the Financed Guaranteed Loans), the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Federal Loans for federal reinsurance or Interest Subsidy Payments, Payments or Special Allowance Payments or one or more of the Financed Guaranteed Loans for receipt of Guarantee Payments or would have an adverse effect on the CertificateholdersHolders of Group I Notes or Group II Notes, the Noteholders or the Surety Provideras applicable. The Master Servicer also hereby acknowledges that its obligation to service (or to cause the Financed applicable Sub-Servicer to sub-service on its behalf) the Group I and Group II Student Loans includes those Additional Financed Group I Student Loans and Additional Group II Student Loans, as the case may be conveyed by the Seller Depositor to the Eligible Lender Trustee on behalf of the Issuer Trust pursuant to Section 2.2 2.02 and the related Subsequent Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller Depositor promptly upon execution thereof; PROVIDED provided that any failure by the Seller Depositor to so deliver a Subsequent Transfer Agreement shall not affect the Master Servicer's ’s obligations hereunder to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) all the Group I and Group II Student Loans. The Master Servicer’s duties (or the duties of the applicable Sub-Servicers on behalf of the Master Servicer) shall include collection and posting of all payments, responding to inquiries of borrowers on such Financed Student Loans, monitoring borrowers’ status, making required disclosures to borrowers, investigating delinquencies, sending payment coupons to borrowers and otherwise establishing repayment terms, reporting tax information to borrowers, if applicable, accounting for collections and furnishing monthly and annual statements with respect thereto to the Administrator. The Master Servicer shall (or shall cause the applicable Sub-Servicers to) keep separate records with respect to the Group I and Group II Student Loans so that separate reports can be generated with respect to each group of Financed Student Loans. Subject to the provisions of Section 4.02 and the first paragraph of this Section 4.01, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) follow its customary standards, policies and procedures in performing its duties as Master Servicer (or Sub-Servicer, as the case may be). Without limiting the generality of the foregoing, the Master Servicer is authorized and empowered to execute and deliver (and may cause the applicable Sub-Servicer to execute and deliver), on behalf of itself, the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Holders of the related group of Notes or any of them, instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Group I or Group II Student Loans; provided, however, that the Master Servicer agrees that it will not (nor will it permit a Sub-Servicer to) (a) permit any rescission or cancellation of a Group I or Group II Student Loan except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Eligible Lender Trustee and the Indenture Trustee or (b) reschedule, revise, defer or otherwise compromise with respect to payments due on any Group I or Group II Student Loan except pursuant to any applicable deferral or forbearance periods or otherwise in accordance with all applicable standards, guidelines and requirements of the Higher Education Act, any Guarantee Agreement or the Programs with respect to the servicing of the Group I and Group II Student Loans and except as otherwise permitted in accordance with Section 4.14; provided further, however, that the Master Servicer shall not agree (nor shall it permit any Sub-Servicer to agree) to any decrease of the interest rate on, or the principal amount payable with respect to, any Group I or Group II Student Loan except in accordance with the applicable standards, guidelines and requirements of the Higher Education Act, any Guarantee Agreement or the Programs or otherwise in a manner consistent with the treatment of similar student loans owned or serviced by the Master Servicer and as otherwise permitted in accordance with Section 4.14. The Eligible Lender Trustee on behalf of the Issuer hereby grants a power of attorney and all necessary authorization to the Master Servicer to (or to cause the applicable Sub-Servicer to) maintain any and all collection procedures with respect to the Group I and Group II Student Loans it services (or sub-services), including filing, pursuing and recovering claims against the Guarantors for Guarantee Payments and taking any steps to enforce such Group I and Group II Student Loan such as commencing a legal proceeding to enforce a Group I or Group II Student Loan in the name of the Issuer, the Eligible Lender Trustee, the Indenture Trustee or the Holders of the related group of Notes. The Eligible Lender Trustee or the Indenture Trustee shall, upon the written request of the Master Servicer or the Administrator, furnish the Master Servicer or the Administrator (or at the written direction of the Master Servicer or the Administrator, the related Sub-Servicer) with any other powers of attorney and other documents reasonably necessary or appropriate to enable the Master Servicer or the Administrator (or related Sub-Servicer) to carry out their servicing and administrative duties hereunder (or under the related Sub-Servicing Agreement). Notwithstanding the foregoing, and without releasing the Master Servicer from its duties and obligations hereunder, the Master Servicer has appointed Great Lakes and PHEAA as Sub-Servicers and may appoint one or more additional Sub-Servicers to act as “sub-servicer” on its behalf with respect to the Financed Student Loans such Sub-Servicer is sub-servicing, in each case consistent with the terms of this Article IV and any other provision of this Agreement, and all references to the Master Servicer shall be read to apply to such Sub-Servicer acting on behalf of the Master Servicer. In addition, the Master Servicer may, in the event that a Sub-Servicer has been terminated or is no longer servicing the Financed Student Loans, perform the servicing functions required hereunder for up to 180 days, or a longer period of time if the Rating Agency Condition is met. In addition, none of KBUSA, the Depositor or the Master Servicer shall make any change to a Program that affects any Group I or Group II Student Loan, if such change would have a material adverse effect on the interests of the Group I or Group II Noteholders, as applicable.

Duties of Master Servicer. The Master Servicer, for the benefit of the Issuer (to the extent provided herein), shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections on the Financed Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to all comparable student loans that it services for itself but in any event, in accordance with customary and othersusual standards of practice of prudent lenders and loan servicers administering similar student loans. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections with respect to the Financed Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Trust) in accordance with with, and otherwise comply with, all applicable Federal and State state laws, including all applicable standards, guidelines and requirements of the Higher Education Act (in the case of the Financed Federal Loans) and any Guarantee AgreementAgreement (in the case of the Financed Guaranteed Loans), the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Federal Loans for federal reinsurance or Interest Subsidy Payments, Payments or Special Allowance Payments or one or more of the Financed Guaranteed Loans for receipt of Guarantee Payments or would have an adverse effect on the Certificateholders, the Noteholders or the Surety Providerholders of Notes. The Master Servicer also hereby acknowledges that its obligation to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) the Financed Student Loans includes those Additional Financed Student Loans conveyed by the Seller to the Eligible Lender Trustee on behalf of the Issuer Trust pursuant to Section 2.2 2.02 and the related Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller promptly upon execution thereof; PROVIDED provided that any failure by the Seller to so deliver a Transfer Agreement shall not affect the Master Servicer's ’s obligations hereunder to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) all the Financed Student Loans.

Duties of Master Servicer. The Master Servicer, for the benefit of the Noteholders and the Issuer (to the extent provided herein), shall (or shall cause the applicable Sub-Servicers to) manage, service, administer and make collections on the Financed Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to all comparable student loans held in securitization trusts that it services for itself but in any event, in accordance with customary and othersusual standards of practice of prudent loan servicers administering similar student loans and in accordance with Section 3.04 hereof. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections with respect to the Financed Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Trust in accordance with Section 4.02(c) hereof) in accordance with, and otherwise comply with, all applicable Federal and State state laws, including all applicable standards, guidelines and requirements of the Higher Education Act (in the case of the Financed Federal Loans) and any Guarantee AgreementAgreement (in the case of the Financed Guaranteed Loans), the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Federal Loans for federal reinsurance or Interest Subsidy Payments, Payments or Special Allowance Payments or one or more of the Financed Guaranteed Loans for receipt of Guarantee Payments or would have an adverse effect on the CertificateholdersHolders of Group I Notes or Group II Notes, the Noteholders or the Surety Provideras applicable. The Master Servicer also hereby acknowledges that its obligation to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) the Financed Student Loans includes those Additional Financed Group I Student Loans and Additional Group II Student Loans, and any Substituted Student Loans, as the case may be, conveyed by the Seller Depositor to the Issuer (and with respect to legal title, to the Eligible Lender Trustee on behalf of the Issuer Issuer) pursuant to Section 2.2 Sections 2.02 and 3.02 and the related Subsequent Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller Depositor promptly upon execution thereof; PROVIDED provided that any failure by the Seller Depositor to so deliver a Subsequent Transfer Agreement shall not affect the Master Servicer's ’s obligations hereunder to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) all the Financed Student Loans. The Master Servicer’s duties (or the duties of the applicable Sub-Servicers on behalf of the Master Servicer) shall include collection and posting of all payments, responding to inquiries of borrowers on such Financed Student Loans, monitoring borrowers’ status, making required disclosures to borrowers, investigating delinquencies, sending payment coupons to borrowers and otherwise establishing repayment terms, reporting tax information to borrowers, if applicable, accounting for collections and furnishing monthly and annual statements with respect thereto to the Administrator. The Master Servicer shall (or shall cause the applicable Sub-Servicers to) keep separate records with respect to the Group I and Group II Student Loans so that separate reports can be generated with respect to each group of Financed Student Loans. Subject to the provisions of Section 4.02 and the first paragraph of this Section 4.01, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) follow its customary standards, policies and procedures in performing its duties as Master Servicer (or Sub-Servicer, as the case may be). Without limiting the generality of the foregoing, the Master Servicer is authorized and empowered to execute and deliver (and may cause the applicable Sub-Servicer to execute and deliver), on behalf of itself, the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Holders of the related group of Notes or any of them, instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Group I or Group II Student Loans; provided, however, that the Master Servicer agrees that it will not (nor will it permit a Sub-Servicer to) (a) permit any rescission or cancellation of a Group I or Group II Student Loan except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Issuer and the Indenture Trustee or (b) reschedule, revise, defer or otherwise compromise with respect to payments due on any Group I or Group II Student Loan except pursuant to any applicable deferral or forbearance periods or otherwise in accordance with all applicable standards, guidelines and requirements of the Higher Education Act, any Guarantee Agreement or the Programs with respect to the servicing of the Group I and Group II Student Loans and except as otherwise permitted in accordance with Section 4.14; provided further, however, that the Master Servicer shall not agree (nor shall it permit any Sub-Servicer to agree) to any decrease of the interest rate on, or the principal amount payable with respect to, any Group I or Group II Student Loan except in accordance with the applicable standards, guidelines and requirements of the Higher Education Act, any Guarantee Agreement or the Programs or otherwise in a manner consistent with the treatment of similar student loans owned or serviced by the Master Servicer and as otherwise permitted in accordance with Section 4.14. The Issuer and the Eligible Lender Trustee on behalf of the Issuer each hereby grants a power of attorney and all necessary authorization to the Master Servicer to (or to cause the applicable Sub-Servicer to) maintain any and all collection procedures with respect to the Group I and Group II Student Loans it services (or sub-services), including filing, pursuing and recovering claims against the Guarantors for Guarantee Payments and taking any steps to enforce such Group I and Group II Student Loan such as commencing a legal proceeding to enforce a Group I or Group II Student Loan in the name of the Issuer, the Eligible Lender Trustee, the Indenture Trustee or the Holders of the related group of Notes. The Issuer, the Eligible Lender Trustee or the Indenture Trustee shall, upon the written request of the Master Servicer or the Administrator, furnish the Master Servicer or the Administrator (or at the written direction of the Master Servicer or the Administrator, the related Sub-Servicer) with any other powers of attorney and other documents reasonably necessary or appropriate to enable the Master Servicer or the Administrator (or related Sub-Servicer) to carry out their servicing and administrative duties hereunder (or under the related Sub-Servicing Agreement). Notwithstanding the foregoing, and without releasing the Master Servicer from its duties and obligations hereunder, the Master Servicer has appointed Great Lakes and PHEAA as Sub-Servicers and may appoint one or more additional Sub-Servicers to act as “sub-servicer” on its behalf with respect to the Financed Student Loans such Sub-Servicer is sub-servicing, in each case consistent with the terms of this Article IV and any other provision of this Agreement, and all references to the Master Servicer shall be read to apply to such Sub-Servicer acting on behalf of the Master Servicer. In addition, the Master Servicer may, in the event that a Sub-Servicer has been terminated or is no longer servicing the Financed Student Loans, perform the servicing functions required hereunder for up to 180 days, or a longer period of time if the Rating Agency Condition is met. In addition, none of KBNA, the Depositor or the Master Servicer shall make any change to a Program that affects any Group I or Group II Student Loan, if such change would have a material adverse effect on the interests of the Group I or Group II Noteholders, as applicable.

Duties of Master Servicer. The Master Servicer, for the ------------------------- benefit of Issuer and the Issuer Noteholder (to the extent provided herein), shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections on the Financed Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to all comparable student loans that it services for itself but in any event, in accordance with customary and othersusual standards of practice of prudent lenders and loan servicers administering similar student loans. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections with respect to the Financed Student Loans including (other than collection of any Interest Subsidy Payments and Payments, Special Allowance Payments and Insurance Payments, which the Administrator or the Eligible Lender Trustee will perform) in accordance with with, and otherwise comply with, all applicable Federal federal and State state laws, including all applicable standards, guidelines and requirements of the Higher Education Act, the Public Health Service Act and any Guarantee Agreement, the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Loans for federal reinsurance or Interest Subsidy Payments, Special Allowance Payments or Insurance Payments or one or more of the Financed Student Loans for receipt of Guarantee Payments or would have an adverse effect on the Certificateholders, the Noteholders or the Surety Provider. The Master Servicer also hereby acknowledges that its obligation to service the Financed Student Loans includes those Additional Financed Student Loans conveyed by the Seller to the Eligible Lender Trustee on behalf of the Issuer pursuant to Section 2.2 and the related Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller promptly upon execution thereof; PROVIDED that any failure by the Seller to so deliver a Transfer Agreement shall not affect the Master Servicer's obligations hereunder to service all the Financed Student Loansother Secured Party.

Duties of Master Servicer. The Master Servicer, for the benefit of the Noteholders, the Securities Insurer and the Issuer (to the extent provided herein), shall (or shall cause the applicable Sub-Servicers to) manage, service, administer and make collections on the Financed Group I and Group II Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to all comparable student loans that it services for itself but in any event, in accordance with customary and othersusual standards of practice of prudent lenders and loan servicers administering similar student loans. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections with respect to the Financed Group I and Group II Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Trust) in accordance with with, and otherwise comply with, all applicable Federal and State state laws, including all applicable standards, guidelines and requirements of the Higher Education Act (in the case of the Financed Federal Loans) and any Guarantee AgreementAgreement (in the case of the Financed Guaranteed Loans), the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Federal Loans for federal reinsurance or Interest Subsidy Payments, Payments or Special Allowance Payments or one or more of the Financed Guaranteed Loans for receipt of Guarantee Payments or would have an adverse effect on the Certificateholdersholders of Group I Notes, the Noteholders Group II Notes or the Surety ProviderSecurities Insurer, as applicable. The Master Servicer also hereby acknowledges that its obligation to service (or to cause the Financed applicable Sub-Servicer to sub-service on its behalf) the Group I and Group II Student Loans includes those Additional Financed Group I Student Loans and Additional Group II Student Loans, as the case may be conveyed by the Seller Depositor to the Eligible Lender Trustee on behalf of the Issuer Trust pursuant to Section 2.2 2.02 and the related Subsequent Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller Depositor promptly upon execution thereof; PROVIDED provided that any failure by the Seller Depositor to so deliver a Subsequent Transfer Agreement shall not affect the Master Servicer's obligations hereunder to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) all the Financed Group I and Group II Student Loans.

Duties of Master Servicer. The Master Servicer, for the benefit of the Issuer (to the extent provided herein), shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections on the Financed Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to all comparable student loans that it services for itself but in any event, in accordance with customary and othersusual standards of practice of prudent lenders and loan servicers administering similar student loans. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall (or shall cause the applicable Sub-Servicer to) manage, service, administer and make collections with respect to the Financed Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Trust) in accordance with with, and otherwise comply with, all applicable Federal and State state laws, including all applicable standards, guidelines and requirements of the Higher Education Act (in the case of the Financed Federal Loans) and any Guarantee AgreementAgreement (in the case of the Financed Guaranteed Loans), the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student Federal Loans for federal reinsurance or Interest Subsidy Payments, Payments or Special Allowance Payments or one or more of the Financed Guaranteed Loans for receipt of Guarantee Payments or would have an adverse effect on the Certificateholders, the Noteholders or the Surety Providerholders of Notes. The Master Servicer also hereby acknowledges that its obligation to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) the Financed Student Loans includes those Additional Financed Student Loans conveyed by the Seller to the Eligible Lender Trustee on behalf of the Issuer Trust pursuant to Section 2.2 2.02 and the related Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller promptly upon execution thereof; PROVIDED provided that any failure by the Seller to so deliver a Transfer Agreement shall not affect the Master Servicer's obligations hereunder to service (or to cause the applicable Sub-Servicer to sub-service on its behalf) all the Financed Student Loans.

Duties of Master Servicer. The Master Servicer, acting alone ------------------------- and/or through one or more subservicers to the extent permitted hereunder, for the benefit of the Issuer (to the extent provided herein)Issuer, shall manage, service, administer and make collections on the Financed Student Loans Receivables with reasonable care, using that degree of skill and attention that required by the Credit and Collection Policy but in no event less than the Master Servicer exercises with respect to all comparable student loans motor vehicle receivables that it services for itself or others. The Master Servicer's duties shall include collection and othersposting of all payments, responding to inquiries of Obligors or by federal, state or local government authorities with respect to the Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting tax information to Obligors in accordance with its customary practices, policing the collateral, accounting for collections and furnishing monthly and annual statements to the Trustees and the Insurer with respect to distributions, generating federal income tax information and performing the other duties specified herein. The Master Servicer shall follow the Credit and Collection Policy and shall have full power and authority, acting alone, except with respect to the duties that have been delegated to the Subservicer hereunder, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth hereinforegoing, the Master Servicer shall managebe authorized and empowered to execute and deliver, serviceon behalf of itself, administer the Issuer, the Trustees, the Insurer, the Securityholders or any of them, any and make collections all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Receivables and the Financed Student Loans Vehicles. The Master Servicer is hereby authorized to commence, in its own name or in the name of the Issuer, a legal proceeding to enforce a Defaulted Receivable pursuant to Section 3.04 or to commence or participate in a legal proceeding (including collection of any Interest Subsidy Payments and Special Allowance Payments in accordance with all applicable Federal and State lawsa bankruptcy proceeding) relating to or involving a Receivable, including all applicable standardsa Defaulted Receivable. If the Master Servicer commences or participates in such a legal proceeding in its own name, guidelines and requirements the Issuer shall thereupon be deemed to have automatically assigned, solely for the purpose of collection on behalf of the Higher Education Act party retaining an interest in such Receivable, such Receivable and the other property conveyed to the Issuer pursuant to Section 2.01 with respect to such Receivable to the Master Servicer for purposes of commencing or participating in any Guarantee Agreementsuch proceeding as a party or claimant, and the Master Servicer is authorized and empowered by the Issuer to execute and deliver in the Master Servicer's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. If in any enforcement suit or legal proceeding it shall be held that the Master Servicer may not enforce a Receivable on the grounds that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the failure Owner Trustee shall, at the Master Servicer's expense and written direction, take steps to comply with which would adversely affect enforce such Receivable, including bring suit in its name or the eligibility of one or more name of the Financed Student Loans for Interest Subsidy PaymentsOwner Trustee, Special Allowance Payments or Guarantee Payments or would have an adverse effect on the CertificateholdersIndenture Trustee, the Noteholders or the Surety ProviderCertificateholders. The Master Servicer also hereby acknowledges that its obligation to service the Financed Student Loans includes those Additional Financed Student Loans conveyed by the Seller to the Eligible Lender Owner Trustee on behalf of the Issuer pursuant to Section 2.2 and the related Transfer Agreement, a copy of which (if shall furnish the Master Servicer is not the Seller) shall be delivered to with any powers of attorney and other documents and take any other steps which the Master Servicer by the Seller promptly upon execution thereof; PROVIDED that any failure by the Seller may deem necessary or appropriate to so deliver a Transfer Agreement shall not affect enable the Master Servicer's obligations hereunder Servicer to service all the Financed Student Loanscarry out its servicing and administrative duties hereunder.

Duties of Master Servicer. The Master Servicer, for the benefit of Issuer and the Issuer Lenders (to the extent provided herein), shall appoint one or more Sub-Servicers approved by the Administrative Agent, the Funding Agents and the Required Lenders to manage, service, administer and make collections on the Financed Pledged Student Loans with Loans. The Master Servicer shall (and shall cause each Sub-Servicer to) exercise reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to all comparable student loans that it services for itself but in any event, in accordance with customary and othersusual standards of practice of prudent lenders and loan servicers administering similar student loans. Without limiting the generality of the foregoing or of any other provision set forth in this Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall and shall cause the applicable Sub-Servicer to manage, service, administer and make collections with respect to the Financed Pledged Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments which collections will be received by the Eligible Lender Trustee) in accordance with with, and otherwise comply with, all applicable Federal federal and State state laws, including all applicable standards, guidelines and requirements of the Higher Education Act and any Guarantee Agreement, the failure to comply with which would adversely affect the eligibility of one or more of the Financed Pledged Student Loans that are FFELP Loans for federal reinsurance or Interest Subsidy Payments, Payments or Special Allowance Payments or one or more of the Pledged Student Loans for receipt of Guarantee Payments or would have an adverse effect on the Certificateholders, the Noteholders Lenders or the Surety Provider. The Master Servicer also hereby acknowledges that its obligation to service the Financed Student Loans includes those Additional Financed Student Loans conveyed by the Seller to the Eligible Lender Trustee on behalf of the Issuer pursuant to Section 2.2 and the related Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller promptly upon execution thereof; PROVIDED that any failure by the Seller to so deliver a Transfer Agreement shall not affect the Master Servicer's obligations hereunder to service all the Financed Student Loansother Secured Party.

Duties of Master Servicer. The Master Servicer, for the benefit of the Issuer (to the extent provided herein), shall manage, service, administer and make collections on the Financed Student Loans with reasonable care, using that degree of skill and attention that the Master Servicer exercises with respect to all comparable student loans that it services for itself and others. Without limiting the generality of the foregoing or of any other provision set forth in this the Transfer and Servicing Agreement and notwithstanding any other provision to the contrary set forth herein, the Master Servicer shall manage, service, administer and make collections with respect to the Financed Student Loans including (other than collection of any Interest Subsidy Payments and Special Allowance Payments Payments, which the Eligible Lender Trustee will perform on behalf of the Issuer) in accordance in all material respects with all applicable Federal federal and State state laws, including all applicable standards, guidelines and requirements of the Higher Education Act and any Guarantee AgreementAgreement with respect to the Financed FFELP Loans, of the HEAL Act and the HEAL Insurance Contract with respect to the Financed HEAL Loans, and of the applicable Private Loan Program with respect to the Financed Private Loans, the failure to comply with which would adversely affect the eligibility of one or more of the Financed Student FFELP Loans for Interest Subsidy Payments, Special Allowance Payments or Guarantee Payments Payments, the eligibility of one or more of the Financed HEAL Loans for Insurance Payments, the eligibility of one or more of the Financed Private Loans for benefits under the applicable Private Loan Program, or would have an a material adverse effect on the CertificateholdersCertificateholders or the Noteholders. The Master Servicer's duties shall include collection and posting of all payments, responding to inquiries of borrowers on such Financed Student Loans, monitoring borrowers' status, making required disclosures to borrowers, investigating delinquencies, sending bills or payment coupons to borrowers and otherwise establishing repayment terms, reporting tax information to borrowers, if applicable, accounting for collections and furnishing monthly and annual statements with respect thereto to the Administrator. Subject to the provisions of Section 5.2, the Noteholders Master Servicer shall follow customary standards, policies and procedures in performing its duties as Master Servicer. Without limiting the generality of the foregoing, the Master Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders and the Noteholders, or any of them, instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to such Financed Student Loans; provided, however, that the Master Servicer agrees that it will not (a) permit any rescission or cancellation of a Financed Student Loan except as ordered by a court of competent jurisdiction or governmental authority or as otherwise consented to in writing by the Eligible Lender Trustee and the Indenture Trustee or (b) except as otherwise provided in Section 5.13, reschedule, revise, defer or otherwise compromise with respect to payments due on any Financed Student Loan except pursuant to any applicable deferment or forbearance periods or otherwise in accordance with all applicable standards, guidelines and requirements with respect to the servicing of the Financed Student Loans; provided further, however, that the Master Servicer shall not agree to any decrease of the interest rate on, or the Surety Providerprincipal amount payable with respect to, any Financed Student Loan except as otherwise permitted in accordance with applicable standards, guidelines and requirements of the Higher Education Act and any Guarantee Agreement with respect to the Financed FFELP Loans, by the HEAL Act and the HEAL Insurance Contract with respect to the Financed HEAL Loans and by the applicable Private Loan Program, with respect to the Financed Private Loans. Notwithstanding the foregoing, the Master Servicer may, in its sole discretion, without having to obtain the consent or approval of any other party, (i) not collect late charges that may be due on Financed Student Loans, and (ii) waive remaining amounts owing under a Financed Student Loan up to and including $250.00. The Master Servicer also hereby acknowledges that its obligation shall be responsible for advising the Eligible Lender Trustee and the Indenture Trustee of any action required to service the Financed Student Loans includes those Additional Financed Student Loans conveyed by the Seller be taken to the maintain each Guarantee Agreement, any HEAL Insurance Contract and any applicable agreement with a Private Loan Program. The Eligible Lender Trustee on behalf of the Issuer hereby grants a power of attorney and all necessary authorization to the Master Servicer to sign endorsements of the notes relating to the Financed Student Loans on behalf of the Eligible Lender Trustee in connection with conveyances pursuant to Section 2.2 hereof and the related Transfer Agreement, a copy of which (if the Master Servicer is not the Seller) shall be delivered to the Master Servicer by the Seller promptly upon execution thereof; PROVIDED that maintain any failure by the Seller and all collection procedures with respect to so deliver a Transfer Agreement shall not affect the Master Servicer's obligations hereunder to service all the Financed Student Loans, including filing, pursuing and recovering claims against the Guarantee Agencies for Guarantee Payments, the Department of HHS for Insurance Payments and the applicable Private Loan Program, and taking any steps to enforce such Financed Student Loan such as commencing a legal proceeding to enforce a Financed Student Loan in the name of the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders or the Noteholders. The Eligible Lender Trustee or the Indenture Trustee shall upon the written request of the Master Servicer or the Administrator furnish the Master Servicer or the Administrator with any other powers of attorney and other documents reasonably necessary or appropriate to enable the Master Servicer or the Administrator to carry out its servicing and administrative duties hereunder.