Common use of Eligible Lender Trustee’s Right to Reliance Clause in Contracts

Eligible Lender Trustee’s Right to Reliance. The Eligible Lender Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Eligible Lender Trustee may, whenever it determines in good faith that it must seek further determination or interpretation of any matters hereunder, consult with experts and with counsel (who may be counsel for the Issuer, the Indenture Trustee or the Eligible Lender Trustee), and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered, and in respect of any determination made by it hereunder in good faith and in accordance with the opinion of such counsel. Whenever in the administration hereof the Eligible Lender Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Eligible Lender Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate signed by an Issuer Representative; provided, however, that the Eligible Lender Trustee may not delay any action required hereunder because the Eligible Lender Trustee has failed to receive such certificate. The Eligible Lender Trustee shall not be liable for any action taken, suffered, or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Eligible Lender Trustee shall be liable for its negligence or willful misconduct in taking such action. The Eligible Lender Trustee is authorized to sell, assign, transfer, convey or repurchase Eligible Loans in accordance with this Eligible Lender Trust Agreement and the Indenture, provided that no such Eligible Loan may be sold, assigned, transferred, or conveyed to any Person who is not an “eligible lender” under the Higher Education Act. The Eligible Lender Trustee is further authorized to enter into agreements with other Persons, in its capacity as Eligible Lender Trustee, in order to carry out or implement the terms and provisions of this Eligible Lender Trust Agreement.

Eligible Lender Trustee’s Right to Reliance. The Eligible Lender Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Eligible Lender Trustee may, whenever it determines in good faith that it must seek further determination or interpretation of any matters hereunder, consult with experts and with counsel (who may be counsel for the Issuer, the Indenture Trustee Depositor or the Eligible Lender Trustee), and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered, and in respect of any determination made by it hereunder in good faith and in accordance with the opinion of such counsel. Whenever in the administration hereof the Eligible Lender Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Eligible Lender Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate signed by an Issuer a Depositor Representative; provided, however, that the Eligible Lender Trustee may not delay any action required hereunder because the Eligible Lender Trustee has failed to receive such certificate. The Eligible Lender Trustee shall not be liable for any action taken, suffered, or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Eligible Lender Trustee shall be liable for its negligence or willful misconduct in taking such action. The Eligible Lender Trustee is authorized to sell, assign, transfer, convey or repurchase Eligible Loans in accordance with this Eligible Lender Trust Agreement and the IndentureAgreement, provided that no such Eligible Loan may be sold, assigned, transferred, or conveyed to any Person who is not an “eligible lender” under the Higher Education Act. The Eligible Lender Trustee is further authorized to enter into agreements with other Persons, in its capacity as Eligible Lender Trustee, in order to carry out or implement the terms and provisions of this Eligible Lender Trust Agreement.

Eligible Lender Trustee’s Right to Reliance. The Eligible Lender Trustee may rely on and shall be protected in acting upon or refraining from acting upon, as the case may be, any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Eligible Lender Trustee may, whenever it determines in good faith that it must seek further determination or interpretation of any matters hereunder, consult with experts and with counsel (who may be counsel for the Issuer, the Indenture Trustee or the Eligible Lender Trustee), and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted to be taken or suffered, as the case may be, and in respect of any determination made by it hereunder in good faith and in accordance with the opinion of such counsel. Whenever in the administration hereof the Eligible Lender Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Eligible Lender Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate signed by an Issuer Representative; provided, however, that the Eligible Lender Trustee may not delay any action required hereunder because the Eligible Lender Trustee has failed to receive such certificate. The Eligible Lender Trustee shall not be liable for any action taken, suffered, or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it herebyhereby or at the direction of the Issuer; provided, however, that the Eligible Lender Trustee shall be liable for its negligence or willful misconduct in taking such action. The Eligible Lender Trustee is authorized to sell, assign, transfer, convey or repurchase Eligible Loans in accordance with this Eligible Lender Trust Agreement and the Indenture, provided that no such Eligible Loan may be sold, assigned, transferred, or conveyed to any Person who is not an “eligible lender” under the Higher Education Act. The Eligible Lender Trustee is further authorized to enter into agreements with other Persons, in its capacity as Eligible Lender Trustee, in order to carry out or implement the terms and provisions of this Eligible Lender Trust Agreement.

Eligible Lender Trustee’s Right to Reliance. The Eligible Lender Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Eligible Lender Trustee may, whenever it determines in good faith that it must seek further determination or interpretation of any matters hereunder, consult with experts and with counsel (who may be counsel for the Issuer, the Indenture Trustee or the Eligible Lender Trustee), and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered, and in respect of any determination made by it hereunder in good faith and in accordance with the opinion of such counsel. Whenever in the administration hereof the Eligible Lender Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Eligible Lender Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate signed by an Issuer Representative; provided, however, that the Eligible Lender Trustee may not delay any action required hereunder because the Eligible Lender Trustee has failed to receive such certificate. The Eligible Lender Trustee shall not be liable for any action taken, suffered, or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Eligible Lender Trustee shall be liable for its negligence or willful misconduct in taking such action. The Eligible Lender Trustee is authorized to sell, assign, transfer, convey or repurchase Eligible Loans in accordance with this Eligible Lender Trust Agreement and the Indenture, provided that no such Eligible Loan may be sold, assigned, transferred, or conveyed to any Person who is not an “"eligible lender” " under the Higher Education Act. The Eligible Lender Trustee is further authorized to enter into agreements with other Persons, in its capacity as Eligible Lender Trustee, in order to carry out or implement the terms and provisions of this Eligible Lender Trust Agreement.

Eligible Lender Trustee’s Right to Reliance. The Eligible Lender Trustee may rely on and shall be protected in acting upon or refraining from acting, as the case may be, in accordance with any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Eligible Lender Trustee may, whenever it determines in good faith that it must seek further determination or interpretation of any matters hereunder, consult with experts and with counsel (who may be counsel for the Issuer, the Indenture Trustee Depositor or the Eligible Lender Trustee), and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted to be taken or suffered, as the case may be, and in respect of any determination made by it hereunder in good faith and in accordance with the opinion of such counsel. Whenever in the administration hereof the Eligible Lender Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Eligible Lender Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate signed by an Issuer a Depositor Representative; provided, however, that the Eligible Lender Trustee may not delay any action required hereunder because the Eligible Lender Trustee has failed to receive such certificate. The Eligible Lender Trustee shall not be liable for any action taken, suffered, or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it herebyhereby or at the direction of the Depositor; provided, however, that the Eligible Lender Trustee shall be liable for its negligence or willful misconduct in taking such action. The Eligible Lender Trustee is authorized to sell, assign, transfer, convey or repurchase Eligible Loans in accordance with this Eligible Lender Trust Agreement and the IndentureAgreement, provided that no such Eligible Loan may be sold, assigned, transferred, or conveyed to any Person who is not an “eligible lender” under the Higher Education Act. The Eligible Lender Trustee is further authorized to enter into agreements with other Persons, in its capacity as Eligible Lender Trustee, in order to carry out or implement the terms and provisions of this Eligible Lender Trust Agreement.

Eligible Lender Trustee’s Right to Reliance. The Eligible Lender Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Eligible Lender Trustee may, whenever it determines in good faith that it must seek further determination or interpretation of any matters hereunder, consult with experts and with counsel (who may be counsel for the Issuer, the Indenture Trustee Sponsor or the Eligible Lender Trustee), and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered, and in respect of any determination made by it hereunder in good faith and in accordance with the opinion of such counsel. Whenever in the administration hereof the Eligible Lender Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering, suffering or omitting any action hereunder, the Eligible Lender Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate signed by an Issuer a Sponsor Representative; provided, however, that the Eligible Lender Trustee may not delay any action required hereunder because the Eligible Lender Trustee has failed to receive such certificate. The Eligible Lender Trustee shall not be liable for any action taken, suffered, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Eligible Lender Trustee shall be liable for its negligence or willful misconduct in taking such action. The Eligible Lender Trustee is authorized to shall upon the written instruction of the Sponsor sell, assign, transfer, convey or repurchase Eligible Loans in accordance with this Eligible Lender Trust Agreement and the Indenture, provided that no such Eligible Loan may be sold, assigned, transferred, or conveyed to any Person who is not an “eligible lender” under the Higher Education ActAgreement. The Eligible Lender Trustee is further authorized to enter to into agreements with other Persons, in its capacity as Eligible Lender Trustee, in order to carry out or implement the terms and provisions of this Eligible Lender Trust Agreement.

Eligible Lender Trustee’s Right to Reliance. The Eligible Lender Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Eligible Lender Trustee may, whenever it determines in good faith that it must seek further determination or interpretation of any matters hereunder, consult with experts and with counsel (who may be counsel for the Issuer, the Indenture Trustee or the Eligible Lender Trustee), and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered, and in respect of any determination made by it hereunder in good faith and in accordance with the opinion of such counsel. Whenever in the administration hereof the Eligible Lender Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Eligible Lender Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate signed by an Issuer Representative; provided, however, that the Eligible Lender Trustee may not delay any action required hereunder because the Eligible Lender Trustee has failed to receive such certificate. The Eligible Lender Trustee shall not be liable for any action taken, suffered, or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Eligible Lender Trustee shall be liable for its negligence or willful misconduct in taking such action. The Eligible Lender Trustee is authorized to sell, assign, transfer, convey or repurchase Eligible Loans in accordance with this Eligible Lender Trust Agreement and the Indenture, provided that no such Eligible Loan may be sold, assigned, transferred, or conveyed to any Person who is not an “eligible lender” under the Higher Education Act. The Eligible Lender Trustee is further authorized to enter into agreements with other Persons, in its capacity as Eligible Lender Trustee, in order to carry out or implement the terms and provisions of this Eligible Lender Trust Agreement.