Common use of Duties of Servicer as Custodian Clause in Contracts

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee any material failure on its part, or its Affiliate’s part, to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable Files.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Trust Student Loan Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Trust Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for on behalf of SLM Corporation or any of its Affiliates or others. The Servicerand shall ensure that it fully complies with all applicable Federal and state laws, in its capacity as custodianincluding the Higher Education Act, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping with respect to the Servicer’s obligations as custodian hereunder. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Eligible Lender Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Eligible Lender Trustee, the Indenture Trustee or any other custodian for either of them designated by the Eligible Lender Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files Trust Student Loan Files, including any electronic records evidencing the promissory notes, for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File Trust Student Loan File, including any electronic records evidencing the Notes, as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for on behalf of SLM Corporation or any of its Affiliates or others. The Servicerand shall ensure that it fully complies with all applicable federal and state laws, in its capacity as custodianincluding the Higher Education Act and any applicable e-sign laws, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping with respect to the Servicer’s obligations as custodian hereunder. To the extent that the Servicer does not have possession of all of the electronic records evidencing the promissory notes, the Servicer shall maintain such agreements as are necessary for any third-party having possession of such records to be deemed to be its sub-custodian, including, but not limited to, an agreement to maintain such electronic records as required under the Higher Education Act or any applicable e-sign laws for the period of time required by such laws or as may be necessary to enforce such promissory notes. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Indenture Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Indenture Trustee or any other custodian designated by the Indenture Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Trust Student Loan Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Trust Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables student loans that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate on behalf of the Servicer; providedStudent Loan Marketing Association and shall ensure that it fully complies with all applicable Federal and state laws, that no such delegation shall relieve including the Servicer of its responsibility Higher Education Act, with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keepingkeeping with respect to the Servicer's obligations as custodian hereunder. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Eligible Lender Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Eligible Lender Trustee, the Indenture Trustee or any other custodian for either of them designated by the Eligible Lender Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files Trust Student Loan Files, including any electronic records evidencing the Notes, for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File Trust Student Loan File, including any electronic records evidencing the Notes, as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for on behalf of SLM Corporation or any of its Affiliates or others. The Servicerand shall ensure that it fully complies with all applicable Federal and state laws, in its capacity as custodianincluding the Higher Education Act and any applicable e-sign laws, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping with respect to the Servicer’s obligations as custodian hereunder. To the extent that the Servicer does not have possession of all of the electronic records evidencing the Notes, the Servicer shall maintain such agreements as are necessary for any third-party having possession of such records to be deemed to be its sub-custodian, including, but not limited to, an agreement to maintain such electronic records as required under the Higher Education Act or any applicable e-sign laws for the period of time required by such laws or as may be necessary to enforce such Notes. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Indenture Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Indenture Trustee or any other custodian designated by the Indenture Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Trust Student Loan Files for the benefit of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Trust Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for its Affiliates or others. The Serviceron behalf of SLC and shall ensure that it fully complies with all applicable Federal and state laws, in its capacity as custodianincluding the Higher Education Act, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity or the Indenture Trustee Issuer to verify the accuracy of the Servicer’s record keepingkeeping with respect to the Servicer’s obligations as custodian hereunder. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator, the Indenture Trustee and the Indenture Trustee Administrator any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee or the Indenture Trustee Administrator of the Receivable Trust Student Loan Files. If it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Indenture Trustee, the Indenture Administrator or any other custodian for either of them, the cost of which shall be borne by the Administrator.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Trust Student Loan Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Trust Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables student loans that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate on behalf of the Servicer; providedStudent Loan Marketing Association and shall ensure that it fully complies with all applicable Federal and state laws, that no such delegation shall relieve including the Servicer of its responsibility Higher Education Act, with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keepingkeeping with respect to the Servicer's obligations as custodian hereunder. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Eligible Lender Trustee it is necessary to preserve the interests of the Noteholders, Certificateholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Eligible Lender Trustee, the Indenture Trustee or any other custodian for either of them designated by the Eligible Lender Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files Trust Student Loan Files, including any electronic records evidencing the promissory notes, for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File Trust Student Loan File, including any electronic records evidencing the Notes, as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for on behalf of Navient Corporation or any of its Affiliates or others. The Servicerand shall ensure that it fully complies with all applicable federal and state laws, in its capacity as custodianincluding the Higher Education Act and any applicable e-sign laws, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping with respect to the Servicer’s obligations as custodian hereunder. To the extent that the Servicer does not have possession of all of the electronic records evidencing the promissory notes, the Servicer shall maintain such agreements as are necessary for any third-party having possession of such records to be deemed to be its sub-custodian, including, but not limited to, an agreement to maintain such electronic records as required under the Higher Education Act or any applicable e-sign laws for the period of time required by such laws or as may be necessary to enforce such promissory notes. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Indenture Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Indenture Trustee or any other custodian designated by the Indenture Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Trust Student Loan Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Trust Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for on behalf of SLM Corporation or any of its Affiliates or others. The Servicerand shall ensure that it fully complies with all applicable Federal and state laws, in its capacity as custodianincluding the Higher Education Act, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keepingkeeping with respect to the Servicer's obligations as custodian hereunder. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Eligible Lender Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Eligible Lender Trustee, the Indenture Trustee or any other custodian for either of them designated by the Eligible Lender Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Trust Student Loan Files for the benefit of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Trust Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for its Affiliates or others. The Serviceron behalf of SLC and shall ensure that it fully complies with all applicable Federal and state laws, in its capacity as custodianincluding the Higher Education Act, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity or the Indenture Trustee Issuer to verify the accuracy of the Servicer’s 's record keepingkeeping with respect to the Servicer's obligations as custodian hereunder. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator, the Indenture Trustee and the Indenture Trustee Administrator any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee or the Indenture Trustee Administrator of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Owner Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Owner Trustee, the Indenture Administrator, the Indenture Trustee or any other custodian for any of them designated by the Owner Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the each Receivable Files File as Custodian for the benefit of and as bailee of the Issuing Entity Issuer and the Indenture Trustee Trustee, and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodianCustodian, the Servicer shall act with reasonable care, using that degree of skill and attention that in accordance with the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesServicing Standard. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it as Custodian under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping, and the Issuer and the Indenture Trustee shall not be obligated to exercise any such rights, and shall have no liability for failing to exercise any such rights, to so verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Trustee Backup Servicer or the Indenture Trustee of the Receivable Files.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the each Receivable Files File for the benefit of the Issuing Entity and Owner of the Indenture Trustee related Receivable and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable NFRRC, the Issuing Entity Issuer and the Indenture Trustee to comply with this Agreementtheir respective obligations under the Purchase Agreement and the Further Transfer and Servicing Agreements. Each Receivable shall be identified as such on the books and records of the Servicer to the extent the Servicer reasonably determines to be necessary to comply with the terms and conditions of the Purchase Agreement and, if applicable, the Further Transfer and Servicing Agreements. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment truck, truck chassis, bus and trailer receivables that the Servicer services and holds for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits physical inspections of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Owner Trustee and the Indenture Trustee to verify the accuracy of the Servicer’s inventory and record keeping. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee each Owner any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable Files.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files Trust Student Loan Files, including any electronic records evidencing the promissory notes, for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File Trust Student Loan File, including any electronic records evidencing the Notes, as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for on behalf of Navient Corporation or any of its Affiliates or others. The Servicerand shall ensure that it fully complies with all applicable federal and state laws, in its capacity as custodianincluding the Higher Education Act and any applicable e-sign laws, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping with respect to the Servicer’s obligations as custodian hereunder. To the extent that the Servicer does not have possession of all of the electronic records evidencing the promissory notes, the Servicer shall maintain such agreements as are necessary for any third-party having possession of such records to be deemed to be its sub-custodian, including, but not limited to, an agreement to maintain such electronic records as required under the Higher Education Act or any applicable e-sign laws for the period of time required by such laws or as may be necessary to enforce such promissory notes. The Servicer shall promptly report to the Issuing Entity Issuer, the Owner Trustee, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Indenture Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Indenture Trustee or any other custodian designated by the Indenture Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Trust Student Loan Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Trust Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables student loans that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate on behalf of the Servicer; provided, SLM Education Credit Management Corporation and shall ensure that no such delegation shall relieve the Servicer of its responsibility it fully complies with all applicable Federal and state laws with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keepingkeeping with respect to the Servicer's obligations as custodian hereunder. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Trustee, the Indenture Trustee or any other custodian for either of them designated by the Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Trust Student Loan Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Trust Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for on behalf of SLM Corporation or any of its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, and shall ensure that no such delegation shall relieve the Servicer of its responsibility it fully complies with all applicable Federal and state laws with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping with respect to the Servicer’s obligations as custodian hereunder. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If, in the reasonable judgment of the Trustee, it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Trustee, the Indenture Trustee or any other custodian for either of them designated by the Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Trust -------------------------------- Student Loan Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Trust Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables student loans that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate on behalf of the Servicer; providedStudent Loan Marketing Association and shall ensure that it fully complies with all applicable Federal and state laws, that no such delegation shall relieve including the Servicer of its responsibility Higher Education Act, with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keepingkeeping with respect to the Servicer's obligations as custodian hereunder. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Eligible Lender Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Eligible Lender Trustee, the Indenture Trustee or any other custodian for either of them designated by the Eligible Lender Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Trust ------------------------------- Student Loan Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Trust Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables student loans that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate on behalf of the Servicer; providedStudent Loan Marketing Association and shall ensure that it fully complies with all applicable Federal and state laws, that no such delegation shall relieve including the Servicer of its responsibility Higher Education Act, with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keepingkeeping with respect to the Servicer's obligations as custodian hereunder. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Eligible Lender Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Eligible Lender Trustee, the Indenture Trustee or any other custodian for either of them designated by the Eligible Lender Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Trust -------------------------------- Student Loan Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Trust Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables student loans that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate on behalf of the Servicer; providedStudent Loan Marketing Association and shall ensure that it fully complies with all applicable Federal and state laws, that no such delegation shall relieve including the Servicer of its responsibility Higher Education Act, with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keepingkeeping with respect to the Servicer's obligations as custodian hereunder. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Eligible Lender Trustee it is necessary to preserve the interests of the Noteholders, Certificateholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Eligible Lender Trustee, the Indenture Trustee or any other custodian for either of them designated by the Eligible Lender Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the each Receivable Files File as Custodian for the benefit of and as bailee of the Issuing Entity Issuer and the Indenture Trustee Trustee, and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodianCustodian, the Servicer shall act with reasonable care, using that degree of skill and attention that in accordance with the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesServicing Standard. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it as Custodian under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping, and the Issuer and the Indenture Trustee shall not be obligated to exercise any such rights, and shall have no liability for failing to exercise any such rights, to so verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Trustee or the Indenture Trustee or any Backup Servicer of the Receivable Files.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files as custodian for the benefit of the Issuing Entity Issuer and the Indenture Trustee Trustee, and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment automotive and motorcycle receivables that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties others and the Servicer shall remain obligated acknowledges that for purposes of Section 9-313(c) of the UCC that it is retaining possession of and liable to acting as custodian for the Issuing Entity, Receivable Files for the Depositor and benefit of the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesTrustee. The Servicer shall conduct, or cause to be conducted, periodic audits reviews of the Receivable Files held by it under this Agreement in a manner consistent with its reviews of other receivables serviced for its own account and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such material failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee Issuer or the Indenture Trustee of the Receivable Files.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the each Receivable Files File as Custodian for the benefit of and as bailee of the Issuing Entity Issuer and the Indenture Trustee Trustee, and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodianCustodian, the Servicer shall act with reasonable care, using that degree of skill and attention that in accordance with the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesServicing Standard. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it as Custodian under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping, and the Issuer and the Indenture Trustee shall not be obligated to exercise any such rights, and shall have no liability for failing to exercise any such rights, to so verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, [the Trustee Backup Servicer] or the Indenture Trustee of the Receivable Files.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files Trust Student Loan Files, including any electronic records evidencing the Notes, for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File Trust Student Loan File, as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for on behalf of SLM Corporation or any of its Affiliates or others. The Servicerand shall ensure that it fully complies with all applicable Federal and state laws, in its capacity as custodianincluding the Higher Education Act and any applicable e-sign laws, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping with respect to the Servicer’s obligations as custodian hereunder. To the extent that the Servicer does not have possession of all of the electronic records evidencing the Notes, the Servicer shall maintain such agreements as are necessary for any third-party having possession of such records to be deemed to be its sub-custodian, including, but not limited to, an agreement to maintain such electronic records as required under the Higher Education Act or any applicable e-sign laws for the period of time required by such laws or as may be necessary to enforce such Notes. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Eligible Lender Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Eligible Lender Trustee, the Indenture Trustee or any other custodian for either of them designated by the Eligible Lender Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files as custodian for the benefit of the Issuing Entity Issuer and the Indenture Trustee Trustee, and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment automotive and motorcycle receivables that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties others and the Servicer shall remain obligated acknowledges that for purposes of Section 9-313(c) of the UCC that it is retaining possession of and liable to acting as custodian for the Issuing Entity, Receivable Files for the Depositor and benefit of the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesTrustee. The Servicer shall conduct, or cause to be conducted, periodic audits reviews of the Receivable Files held by it under this Agreement in a manner consistent with its reviews of other receivables serviced for its own account and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such material failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee Issuer or the Indenture Trustee of the Receivables or the Receivable Files.

Duties of Servicer as Custodian. (ai) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files on ----------- behalf of the Trustee for the use and benefit of the Issuing Entity all present and the Indenture Trustee future Certificateholders, and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Trustee to comply with this the Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment automotive receivables that the Servicer services for its Affiliates itself or others. The Servicer, in In accordance with its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practices with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under the Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable Files.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Student Loan Files for the benefit of Navient, as master servicer, the Issuing Entity applicable securitization issuer, Navient Affiliate or Third Party Loan Holder (“Loan Owner”) and the Indenture Trustee related secured parties, if any, and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File Student Loan File. For Student Loans that were executed electronically, either (a) Servicer will maintain possession of the electronic records evidencing the Loan Documents or (b) Navient will hold and maintain, or have an agreement with the previous holders or servicers of such Loan Documents under which the relevant holder or servicer agrees to hold and maintain on its behalf, the electronic records evidencing the Loan Documents, in each case as shall enable may be necessary to enforce the Issuing Entity to comply with this AgreementLoan Documents or as may be required by applicable e-sign Laws. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables student loans that the Servicer services for on behalf of itself and its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, and shall ensure that no such delegation shall relieve the Servicer of its responsibility it fully complies with all applicable Laws with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Navient any material failure on its part, or its Affiliate’s part, part to hold the Receivable Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein The terms of Section 24.4 shall not be applicable to the content of any Student Loan Files present on the Effective Date in any vault at a location leased to Servicer pursuant to the Leases. Further, Servicer shall not be responsible for incomplete or inaccurate content in Student Loan Files to the extent such incomplete or inaccurate content was present in the Student Loan File prior to the transfer of such Student Loan File by Navient to Servicer. Servicer shall be deemed responsible for the maintenance of any Student Loan File transferred by Navient to require an initial review or Servicer after the effective date of transfer, and for the maintenance of any periodic review by new Student Loan Files created after the Issuing EntityService Start Date, including the Trustee accuracy and completeness of the content therein. If Servicer has to move the Student Loan Files from the vaults in either the Xxxxxx-Xxxxx Lease site or the Indenture Trustee Fishers Office Sublease site (including pursuant to Section 7.3) at the end of the Receivable applicable Lease (or in the case of the Fishers Office Sublease site, if the prime landlord does not provide consent for such sublease), Navient and Servicer shall agree upon a plan, use reasonable efforts to minimize costs and equally split the cost of identifying the historical Student Loan Files through a report and Navient shall be responsible for the cost of removal and any transport of the historical Student Loan Files that are beyond the retention period required by Law as of Service Start Date, and Servicer shall be responsible for the cost of removal and any transport of the other Student Loan Files.. NAVIENT PROPRIETARY AND CONFIDENTIAL MASTER TERMS AGREEMENT

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the each Receivable Files File as Custodian for the benefit of and as bailee of the Issuing Entity Issuer and the Indenture Trustee Trustee, and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodianCustodian, the Servicer shall act with reasonable care, using that degree of skill and attention that in accordance with the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesServicing Standard. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it as Custodian under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping, and the Issuer and the Indenture Trustee shall not be obligated to exercise any such rights, and shall have no liability for failing to exercise any such rights, to so verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Trustee Backup Servicer or the Indenture Trustee of the Receivable Files.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Trust Student Loan Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Trust Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. For Trust Student Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such Note under which the relevant holder or servicer agrees to hold and maintain on its behalf the electronic records evidencing the Notes, in each case as may be necessary to enforce the Note or as may be required by applicable e-sign laws. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for on behalf of SLM Corporation or any of its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, and shall ensure that no such delegation shall relieve the Servicer of its responsibility it fully complies with all applicable Federal and state laws with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping with respect to the Servicer’s obligations as custodian hereunder. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If, in the reasonable judgment of the Trustee, it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Trustee, the Indenture Trustee or any other custodian for either of them designated by the Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) Subservicer shall hold the Receivable Files for Subserviced Student Loan Files, including any electronic records evidencing the benefit promissory notes of the Issuing Entity and the Indenture Trustee Borrowers and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File Subserviced Student Loan File, including any electronic records evidencing the promissory notes of the Borrowers, as shall enable the Issuing Entity Servicer to comply with this the Servicing Agreement. In performing its duties as custodian, custodian the Servicer Subservicer shall act with reasonable care, using that degree of skill and attention that the Servicer Subservicer exercises with 7 respect to similar student loan files relating to similar student loans that the Subservicer services on behalf of various entities and shall ensure that it fully complies with all applicable federal and state laws, including the Higher Education Act and any applicable e-sign laws, with respect thereto. The Subservicer shall take all actions necessary with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate Subserviced Student Loan Files held by it under this Agreement and of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity or Servicer and the Indenture Trustee Issuer to verify the accuracy of the Servicer’s Subservicer's record keepingkeeping with respect to the Subservicer's obligations as custodian hereunder. To the extent that the Subservicer does not have possession of all of the electronic records evidencing the promissory notes of the Borrowers, the Subservicer shall maintain such agreements as are necessary for any third-party having possession of such records to be deemed to be its sub-custodian, including, but not limited to, an agreement to maintain such electronic records as required under the Higher Education Act or any applicable e-sign laws for the period of time required by such laws or as may be necessary to enforce such promissory notes of the Borrowers; provided, that any failure by the Subservicer to maintain such electronic records or agreements which is caused by the failure of CSD to deliver such electronic records to the Subservicer or its designee shall not constitute a Subservicer Default; provided, that the Subservicer notifies CSD of such failure after discovery thereof. The Servicer Subservicer shall promptly report to the Issuing Entity Servicer, the Issuer, the Administrator, the Indenture Trustee, the Rating Agencies and the Indenture Trustee Administrator any material failure on its part, or its Affiliate’s part, part to hold the Receivable Subserviced Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee or the Indenture Trustee Administrator of the Receivable Subserviced Student Loan Files.. If it is necessary to preserve the interests of the Noteholders and the Trust in the Subserviced Student Loan Files or at the request of the Administrator, the Subservicer shall transfer physical possession of the notes evidencing the Subserviced Student Loan Files to the Indenture Trustee, the Indenture Administrator or any other custodian for any of them, the cost of which transfer shall be borne by the Sub-Administrator. Section 3.3

Duties of Servicer as Custodian. (a) SafekeepingRECEIPT AND VERIFICATION OF RECEIVABLES. The From time to time, FIRC shall deliver or cause to be delivered to the Servicer a loan package ("Loan Package") consisting of two or its Affiliatesmore Receivables, but only in accordance with each of which shall contain (i) the second following sentence) shall hold the complete Receivable Files for the benefit of the Issuing Entity and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems File pertaining to each Receivable File included in the Loan Package, together with a documentation checklist itemizing the contents of each such Receivable File, (ii) a copy of the Loan Disbursement and Data Sheet in the form attached hereto as Exhibit "B-1", which FIRC shall enable have delivered to the Issuing Entity Loan Agent, pertaining to comply with this Agreementeach Receivable included in the Loan Package, and (iii) a copy of the Summary Loan Disbursement and Data Sheet in the form attached hereto as Exhibit "B-2", which FIRC shall have delivered to the Loan Agent, identifying all Receivables included in the Loan Package and reflecting the aggregate Financed Amounts all of such Receivables. In performing its duties as custodianPromptly upon receipt of any complete Loan Package, the Servicer shall act with reasonable carereview such Loan Package to confirm that (i) each Receivable File included in such Loan Package contains the documents enumerated in Section 3.03(2), using that degree and (ii) the Financed Amount set forth in the accompanying Summary Loan Disbursement and Data Sheet accurately reflects the aggregate Financed Amounts of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or othersReceivables included in such Loan Package. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and If the Servicer shall remain obligated and liable have confirmed the foregoing, it shall deliver to the Issuing EntityLoan Agent and FIRC a Loan Verification Certificate in the form attached hereto as Exhibit "B-3". Any other provision of this Agreement to the contrary notwithstanding, the Depositor and Servicer shall have no liability to FIRC or any other Person as a result of any error or omission in the Indenture Trustee Loan Verification Certificate, except for its duties hereunder as if own willful misconduct or gross negligence, and in the event that liability should be imposed on the Servicer alone were performing by reason of its gross negligence, such duties. The Servicer liability shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report not exceed an amount equal to the Issuing Entity outstanding balance (including principal and the Indenture Trustee interest accrued thereon) of any material failure on its part, Receivables affected or its Affiliate’s part, to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any impaired by such failure. Nothing herein shall be deemed to require an initial review error or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable Filesomission.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files Trust Student Loan Files, including any electronic records evidencing the Notes, for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File Trust Student Loan File, including any electronic records evidencing the Notes, as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for on behalf of SLM Corporation or any of its Affiliates or others. The Servicerand shall ensure that it fully complies with all applicable Federal and state laws, in its capacity as custodianincluding the Higher Education Act and any applicable e-sign laws, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping with respect to the Servicer’s obligations as custodian hereunder. To the extent that the Servicer does not have possession of all of the electronic records evidencing the same, the Servicer shall maintain such agreements as are necessary for such third-party having possession of such records to be deemed to be the sub-custodian, including, but not limited to, an agreement to maintain such electronic records as required under the Higher Education Act or any applicable e-sign laws for the period of time required by such laws or as may be necessary to enforce such Notes. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Eligible Lender Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Eligible Lender Trustee, the Indenture Trustee or any other custodian for either of them designated by the Eligible Lender Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files Trust Student Loan Files, including any electronic records evidencing the Notes, for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File Trust Student Loan File, including any electronic records evidencing the Notes, as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for on behalf of SLM Corporation or any of its Affiliates or others. The Servicerand shall ensure that it fully complies with all applicable Federal and state laws, in its capacity as custodianincluding the Higher Education Act and any applicable e-sign laws, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping with respect to the Servicer’s obligations as custodian hereunder. To the extent that the Servicer does not have possession of all of the electronic records evidencing the Notes, the Servicer shall maintain such agreements as are necessary for any third-party having possession of such records to be deemed to be its sub-custodian, including, but not limited to, an agreement to maintain such electronic records as required under the Higher Education Act or any applicable e-sign laws for the period of time required by such laws or as may be necessary to enforce such Notes. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Eligible Lender Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Eligible Lender Trustee, the Indenture Trustee or any other custodian for either of them designated by the Eligible Lender Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Trust Student Loan Files for the benefit of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Trust Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate on behalf of the Servicer; provided, SLC and shall ensure that no such delegation shall relieve the Servicer of its responsibility it fully complies with all applicable Federal and state laws with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity or the Indenture Trustee Issuer to verify the accuracy of the Servicer’s record keepingkeeping with respect to the Servicer’s obligations as custodian hereunder. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator, the Indenture Trustee and the Indenture Trustee Administrator any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee or the Indenture Trustee Administrator of the Receivable Trust Student Loan Files. If it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Indenture Trustee, the Indenture Administrator or any other custodian for any of them, the cost of which shall be borne by the Administrator.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files Trust Student Loan Files, including any electronic records evidencing the Notes, for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File Trust Student Loan File, including any electronic records evidencing the Notes, as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable student loan files relating to all comparable equipment receivables similar student loans that the Servicer services for on behalf of SLM Corporation or any of its Affiliates or others. The Servicerand shall ensure that it fully complies with all applicable federal and state laws, in its capacity as custodianincluding the Higher Education Act and any applicable e-sign laws, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesthereto. The Servicer shall conduct, or cause take all actions necessary with respect to be conducted, periodic audits the Trust Student Loan Files held by it under this Agreement and of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping with respect to the Servicer’s obligations as custodian hereunder. To the extent that the Servicer does not have possession of all of the electronic records evidencing the Notes, the Servicer shall maintain such agreements as are necessary for any third-party having possession of such records to be deemed to be its sub-custodian, including, but not limited to, an agreement to maintain such electronic records as required under the Higher Education Act or any applicable e-sign laws for the period of time required by such laws or as may be necessary to enforce such Notes. The Servicer shall promptly report to the Issuing Entity Issuer, the Administrator and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Trust Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Trust Student Loan Files. If in the reasonable judgment of the Indenture Trustee it is necessary to preserve the interests of the Noteholders and the Trust in the Trust Student Loans or at the request of the Administrator, the Servicer shall transfer physical possession of the notes evidencing the Trust Student Loans to the Indenture Trustee or any other custodian designated by the Indenture Trustee.

Duties of Servicer as Custodian. (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) Subservicer shall hold the Receivable Files for Subserviced Student Loan Files, including any electronic records evidencing the benefit promissory notes of the Issuing Entity and the Indenture Trustee Borrowers and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File Subserviced Student Loan File, including any electronic records evidencing the promissory notes of the Borrowers, as shall enable the Issuing Entity Servicer to comply with this the Servicing Agreement. In performing its duties as custodian, custodian the Servicer Subservicer shall act with reasonable care, using that degree of skill and attention that the Servicer Subservicer exercises with respect to the receivable similar student loan files relating to all comparable equipment receivables similar student loans that the Servicer Subservicer services for its Affiliates or otherson behalf of various entities and shall ensure that it fully complies with all applicable federal and state laws, including the Higher Education Act and any applicable e-sign laws, with respect thereto. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation Subservicer shall relieve the Servicer of its responsibility take all actions necessary with respect to such duties the Subserviced Student Loan Files held by it under this Agreement and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall order to enable the Issuing Entity or Servicer and the Indenture Trustee Issuer to verify the accuracy of the Servicer’s Subservicer's record keepingkeeping with respect to the Subservicer's obligations as custodian hereunder. To the extent that the Subservicer does not have possession of all of the electronic records evidencing the promissory notes of the Borrowers, the Subservicer shall maintain such agreements as are necessary for any third-party having possession of such records to be deemed to be its sub-custodian, including, but not limited to, an agreement to maintain such electronic records as required under the Higher Education Act or any applicable e-sign laws for the period of time required by such laws or as may be necessary to enforce such promissory notes of the Borrowers; provided, that any failure by the Subservicer to maintain such electronic records or agreements which is caused by the failure of CSD to deliver such electronic records to the Subservicer or its designee shall not constitute a Subservicer Default; provided, that the Subservicer notifies CSD of such failure after discovery thereof. The Servicer Subservicer shall promptly report to the Issuing Entity Servicer, the Issuer, the Administrator, the Indenture Trustee, the Rating Agencies and the Indenture Trustee Administrator any material failure on its part, or its Affiliate’s part, part to hold the Receivable Subserviced Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee, the Indenture Trustee or the Indenture Trustee Administrator of the Receivable Subserviced Student Loan Files. If it is necessary to preserve the interests of the Noteholders and the Trust in the Subserviced Student Loan Files or at the request of the Administrator, the Subservicer shall transfer physical possession of the notes evidencing the Subserviced Student Loan Files to the Indenture Trustee, the Indenture Administrator or any other custodian for any of them, the cost of which transfer shall be borne by the Sub-Administrator.