LISTING SUPPLEMENT $189000000 Class A-1 Notes $342100000 ...

Collect and maintain records of all payments of trust student loans;
Collect all payments required under the terms and provisions of the trust student
loans as and when the payments become due, and remit the payments received on
each trust student loan to the indenture trustee monthly;
Respond to inquiries and communications from borrowers regarding their student
loans;
Ensure the safekeeping of loan documents delivered to PHEAA relating to the
trust student loans in accordance with procedures that PHEAA has established for
those purposes;
Furnish each trust with a monthly report of collections; and
Reproduce, at PHEAA’s own cost and expense, from microfilm duplicates in
PHEAA’s possession, records or data submitted to PHEAA for processing should
the records or data be lost or damaged while in the possession, control or custody
of PHEAA or its agents.
Servicing Compensation. PHEAA will be entitled to receive from each trust a monthly
fee for its services in an amount specified in the related prospectus supplement.
Reporting Obligations. PHEAA will furnish each trust with copies of all material
reports, records and other documents and data as required by law or as otherwise required by the
servicing agreement. Each trust will provide copies of all of these documents and data to the
administrator and the indenture trustee.
All records and reports relating to the servicing of the trust student loans are subject to
review, audit and copying by each trust, its designated representative and external and internal
auditors, at PHEAA’s principal office.
Termination by the Trust. The servicing agreement may be terminated at the direction of
the indenture trustee, upon the occurrence of any of the following:
(a) Any of the representations and warranties made in or pursuant to the servicing
agreement is not true or is erroneous in any material respect;
(b) PHEAA fails to perform or observe any of the provisions or covenants set forth in
the servicing agreement in any material respect;
(c) PHEAA discontinues business, generally does not pay its debts as the debts
become due, makes a general assignment for the benefit of creditors, admits by answer, default
or otherwise the material allegations of petitions filed against it in any bankruptcy,
reorganization, insolvency or other proceedings relating to relief of debtors, suffers or permits to
continue unstayed and in effect for thirty (30) consecutive days, any judgment, which approves a
petition seeking reorganization or appoints a receiver, custodian, trustee, interim trustee or
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