Administration Agreement



         ADMINISTRATION AGREEMENT dated as of [ ], among

[___________________________________] STUDENT LOAN TRUST [ ], a Delaware trust

(the "Issuer"), [Goldman Sachs Asset Backed Securities Corp., a Delaware

corporation], as administrator (the "Administrator"), and [ ], a [ ] banking

corporation, not in its individual capacity but solely as Indenture Trustee

(the "Indenture Trustee").



                              W I T N E S S E T H



         WHEREAS the Issuer was formed pursuant to the Trust Agreement dated

as of [ ] (the "Trust Agreement") among the Seller, as depositor, [ ], a [ ]

corporation (the "Company"), and [ ], as Eligible Lender Trustee (the

"Eligible Lender Trustee") and is issuing the Class A-1 Floating Rate

Asset-Backed Senior Notes (the "Class A-1 Notes"), the Class A-2 Floating Rate

Asset-Backed Senior Notes (the "Class A-2 Notes" and together with the Class

A-1 Notes, the "Senior Notes") and the Class B Floating Rate Asset-Backed

Subordinate Notes (the "Subordinate Notes" and, together with the Senior

Notes, the "Notes") pursuant to the Indenture dated as of [ ] (the

"Indenture"), between the Issuer and the Indenture Trustee, (capitalized terms

used herein and not defined herein shall have the meanings assigned to such

terms in Appendix A hereto, which also contains rules of usage and

construction that shall be applicable herein); and



         WHEREAS the Issuer has entered into certain agreements in connection

with the issuance of the Notes, including the Basic Documents; and



         WHEREAS, pursuant to the Basic Documents, the Issuer and the Eligible

Lender Trustee are required to perform certain duties in connection with the

Notes and the Collateral therefor pledged pursuant to the Indenture; and



         WHEREAS the Issuer and the Eligible Lender Trustee desire to have the

Administrator perform certain of the duties of the Issuer and the Eligible

Lender Trustee referred to in the preceding clause, and to provide such

additional services consistent with the terms of this Agreement and the Basic

Documents as the Issuer and the Eligible Lender Trustee may from time to time

request; and



         WHEREAS the Administrator has the capacity to provide the services

required hereby and is willing to perform such services for the Issuer and the

Eligible Lender Trustee on the terms set forth herein;



         NOW, THEREFORE, in consideration of the mutual covenants contained

herein, and other good and valuable consideration, the receipt and adequacy of

which are hereby acknowledged, the parties agree as follows:



         1. Representations of the Administrator. The Administrator makes the

following representations on which the Issuer, the Eligible Lender Trustee and

any Swap Counterparties are deemed to have relied. The representations speak

as of the execution and delivery of this Agreement and as of the Closing Date

in the case of the Initial Financed Student Loans, as of the applicable

Transfer Date in the case of the Prefunded Loans, Serial Loans and the New

Loans, as of the relevant date of assignment in the case of any Qualified

Substitute Student Loan, as of the date of origination in the case of any

Consolidation Loan originated by the Trust during the Revolving Period, and as

of the applicable Add-on Consolidation Loan Funding Date in the case of any

Consolidation Loan the principal balance of which is increased by the

principal balance of any related Add-on Consolidation Loan, but shall survive

the sale of the Financed Student Loans to the Eligible Lender Trustee on

behalf of the Issuer and the pledge thereof to the Indenture Trustee pursuant

to the Indenture.



         (a) Organization and Good Standing. The Administrator is duly

organized and validly existing as a corporation in good standing under the

laws of the State of [ ], with the power and authority to own its properties

and to conduct its business as such properties are currently owned and such

business is currently conducted.



         (b) Power and Authority of the Administrator. The Administrator has

the corporate power and authority to execute and deliver this Agreement and to

carry out its terms, and the execution, delivery and performance of this

Agreement have been duly authorized by the Administrator by all necessary

corporate action.



         (c) Binding Obligation. This Agreement constitutes a legal, valid and

binding obligation of the Administrator, enforceable in accordance with its

terms, subject to applicable bankruptcy, insolvency, reorganization and

similar laws relating to creditors' rights generally and subject to general

principles of equity.



         (d) No Violation. The consummation of the transactions contemplated

by this Agreement and the fulfillment of the terms hereof or thereof do not

conflict with, result in any breach of any of the terms and provisions of, nor

constitute (with or without notice or lapse of time or both) a default under,

the certificate of incorporation or by-laws of the Administrator, or any

indenture, agreement or other instrument to which the Administrator is a party

or by which it shall be bound; nor result in the creation or imposition of any

Lien upon any of its properties pursuant to the terms of any such indenture,

agreement or other instrument; nor violate any law or, to the knowledge of the

Administrator, any order, rule or regulation applicable to the Administrator

of any court or of any federal or State regulatory body, administrative agency

or other governmental instrumentality having jurisdiction over the

Administrator or its properties. The consummation by the Administrator of the

transactions contemplated by this Agreement will not result in the loss of any

Guarantee Payments by the Trust or any reinsurance payments with respect to

any Financed Student Loan.



         (e) No Proceedings. There are no proceedings or investigations

pending against the Administrator or, to its best knowledge, threatened

against the Administrator, before any court, regulatory body, administrative

agency or other governmental instrumentality having jurisdiction over the

Administrator or its properties: (i) asserting the invalidity of this

Agreement, the Indenture or any of the other Basic Documents or the Notes,

seeking to prevent the issuance of the Notes or the consummation of any of the

transactions contemplated by this Agreement, the Indenture or any of the other

Basic Documents, (ii) seeking any determination or ruling that could

reasonably be expected to have a material and adverse effect on the

performance by the Administrator of its obligations under, or the validity or

enforceability of, this Agreement, the Indenture, any of the other Basic

Documents or the Notes or (iii) seeking to affect adversely the federal or

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC