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

Trustee’s Right to Reliance. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, report or document of the Authority or a Servicer or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with experts and with counsel (who may but need not be counsel for the Authority, the Trustee or a Noteholder) and who may be Bond Counsel, and the written advice or 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 written advice or opinion of such counsel. Whenever in the administration hereof the Trustee shall reasonably deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, at the expense of the Authority, request and rely upon a certificate signed by an Authorized Representative or an officer of a Servicer or, with respect to legal matters, an Opinion of Counsel. The Trustee shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with this Indenture or any other Basic Document or at the direction of the Noteholders evidencing the appropriate percentage of the aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture or any other Basic Document and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Trustee shall be liable for its bad faith, negligence or willful misconduct in taking such action (as determined by a court of competent jurisdiction).

Trustee’s Right to Reliance. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, report or document of the Authority or a Servicer or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with experts and with counsel (who may but need not be counsel for the Authority, for the Trustee Trustee, or for a Noteholder) and who may be Bond CounselRegistered Owner), and the written advice or 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 written advice or opinion of such counsel. Whenever in the administration hereof the Trustee shall reasonably deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, at the expense of the Authority, request and rely upon a certificate signed by an Authorized Representative or an authorized officer of a Servicer or, with respect to legal matters, an Opinion of CounselServicer. The 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 Trustee shall be liable for its negligence or willful misconduct in taking such action. The Trustee is authorized to enter into agreements with other Persons, in its capacity as Trustee, in order to carry out or implement the terms and provisions of this Indenture. The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with this Indenture or any other Basic Document transaction document or at the direction of the Noteholders Registered Owners evidencing the appropriate percentage of the aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture or any other Basic Document and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Trustee shall be liable for its bad faith, negligence or willful misconduct in taking such action (as determined by a court of competent jurisdiction)transaction document.

Trustee’s Right to Reliance. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, servicer's report appraisal, opinion, report or document of the Authority or a Servicer opinion or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with experts and with counsel (who may but need not be counsel for the Authority, Issuer or the Trustee or a Noteholder) and who may be Bond CounselTrustee), and the written advice or 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 written advice or opinion of such counsel. Whenever in the administration hereof the Trustee shall reasonably deem it desirable that a matter be proved or established prior to taking, suffering suffering, or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, at the expense of the Authority, request and rely upon a certificate signed by an Authorized Representative or an officer of a Servicer or, with respect to legal mattersthe Issuer, an Opinion Agent or the Required Note Purchasers; provided, however, that the Trustee may not delay any action required hereunder after receipt of Counsela certificate because the Trustee has failed to receive such certificate. The Trustee shall not be liable for any action taken, suffered suffered, or omitted by it in good faith in accordance with this Indenture or any other Basic Document or at the direction of the Noteholders evidencing the appropriate percentage of the aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture or any other Basic Document and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Trustee shall be liable for its bad faith, negligence or willful misconduct in taking such action (action. To the extent otherwise permitted by the terms of this Agreement, the Trustee is authorized, to sell, assign, transfer, convey, or repurchase Financed Loans in accordance with a Issuer, Agent or Note Purchaser request, provided that no such Financed Loan may be sold, assigned, transferred, or conveyed to any Person who is not an Eligible Lender. The Trustee is further authorized to enter into agreements with other Persons, in its capacity as determined by a court Trustee, in order to carry out or implement the terms and provisions of competent jurisdiction)this Agreement.

Trustee’s Right to Reliance. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, report or document of the Authority or a Servicer or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with experts and with counsel (who may but need not be counsel for the Authority, the Trustee or a Noteholder) and who may be Bond Counsel, and the written advice or 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 written advice or opinion of such counsel. Whenever in the administration hereof the Trustee shall reasonably deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, at the expense of the Authority, request and rely upon a certificate signed by an Authorized Representative or an officer of a Servicer or, with respect to legal matters, an Opinion of Counsel. The Trustee shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with this Indenture or any other Basic Document or at the direction of the Noteholders evidencing the appropriate percentage of the aggregate principal amount Outstanding Amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture or any other Basic Document and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Trustee shall be liable for its bad faith, negligence or willful misconduct in taking such action (as determined by a court of competent jurisdiction).

Trustee’s Right to Reliance. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, servicer's report appraisal, opinion, report or document of the Authority or a Servicer opinion or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with experts and with counsel (who may but need not be counsel for the Authority, Borrower or the Trustee or a Noteholder) and who may be Bond CounselTrustee), and the written advice or 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 written advice or opinion of such counsel. Whenever in the administration hereof the Trustee shall reasonably deem it desirable that a matter be proved or established prior to taking, suffering suffering, or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, at the expense of the Authority, request and rely upon a certificate signed by an Authorized Representative or an officer of the Borrower, the Agent or the Required Lenders; provided, however, that the Trustee may not delay any action required hereunder after receipt of a Servicer or, with respect certificate because the Trustee has failed to legal matters, an Opinion of Counselreceive such certificate. The Trustee shall not be liable for any action taken, suffered suffered, or omitted by it in good faith in accordance with this Indenture or any other Basic Document or at the direction of the Noteholders evidencing the appropriate percentage of the aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture or any other Basic Document and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Trustee shall be liable for its bad faith, negligence or willful misconduct in taking such action (action. To the extent otherwise permitted by the terms of this Agreement, the Trustee is authorized, to sell, assign, transfer, convey, or repurchase Financed Loans in accordance with a Borrower or Lender request, provided that no such Financed Loan may be sold, assigned, transferred, or conveyed to any Person who is not an Eligible Lender. The Trustee is further authorized to enter into agreements with other Persons, in its capacity as determined by a court Trustee, in order to carry out or implement the terms and provisions of competent jurisdiction)this Agreement.

Trustee’s Right to Reliance. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, servicer's report appraisal, opinion, report or document of the Authority or a Servicer opinion or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with experts and with counsel (who may but need not be counsel for the AuthorityBorrower, the Trustee Eligible Lender Trustee, the Administrative Agent or a Noteholder) and who may be Bond Counselthe Trustee), and the written advice or 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 hereunder, including payment of moneys out of any fund or account, in good faith and in accordance with the written advice or opinion of such counsel. Whenever in the administration hereof the Trustee shall reasonably deem it desirable that a matter be proved or established prior to taking, suffering suffering, or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, at the expense of the Authority, request and rely upon a certificate signed by an Authorized Representative or an officer of a Servicer orthe Borrower, with respect to legal mattersthe Eligible Lender Trustee, an Opinion of Counselthe Portfolio Administrator, the Administrative Agent or any Secured Creditor. The Trustee shall not be liable for any action taken, suffered suffered, or omitted by it in good faith in accordance with this Indenture or any other Basic Document or at the direction of the Noteholders evidencing the appropriate percentage of the aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture or any other Basic Document and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Trustee shall be liable for its bad faith, negligence or willful misconduct in taking such action (action. To the extent otherwise permitted by the terms of this Agreement, the Trustee is authorized to sell, assign, transfer, convey, or repurchase Financed Loans in accordance with a request of the Borrower, the Administrative Agent or any Secured Creditor, provided that no such Financed Loan may be sold, assigned, transferred, or conveyed to any Person who is not an Eligible Lender. The Trustee is further authorized to enter into agreements with other Persons, in its capacity as determined by a court Trustee, in order to carry out or implement the terms and provisions of competent jurisdiction)this Agreement.

Trustee’s Right to Reliance. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, report or document of the Authority Corporation or a any Servicer or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; and the Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, paper or document, but may accept the same as conclusive evidence of the truth and accuracy of such statement. The Before acting or refraining from acting in the administration hereof, the Trustee may consult with experts and with counsel (who may but need not be counsel for the AuthorityCorporation, the Trustee Trustee, or for a Noteholder) and Registered Owner or who may be Bond Note Counsel), and the written advice or 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 written advice or opinion of such counsel. Whenever in the administration hereof the Trustee shall reasonably deem it desirable that a matter be proved or established prior to taking, suffering suffering, or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) maymay require and, in the absence of bad faith or manifest error on its part, at the expense of the Authority, request and may rely upon a certificate signed by an Authorized Representative of the Corporation or an authorized officer of a Servicer. Whenever in the administration hereof the Trustee is directed to comply with a Corporation Order, the Trustee will be entitled to act in reliance on such Corporation Order; provided, however, that the Trustee shall not comply with any Corporation Order which does not comply with the express terms and provisions of this Indenture or which directs the Trustee to take any action that is not expressly permitted by the terms and provisions of this Indenture. The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions, or agreements on the part of the Corporation or any Servicer orbut the Trustee may require of the Corporation or any Servicer full information and advice as to the performance of any covenants, with respect conditions or agreements pertaining to legal matters, an Opinion of CounselFinanced Student Loans. The Trustee shall not be liable for any action taken, suffered suffered, or omitted by it in good faith in accordance with this Indenture or any other Basic Document or at the direction of the Noteholders evidencing the appropriate percentage of the aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture or any other Basic Document and believed by it to be authorized or within the discretion or rights or powers conferred upon it herebyhereby or error of judgment made in good faith; provided, however, that the Trustee shall be liable for its bad faith, negligence or willful misconduct misconduct. In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damages of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood thereof and regardless of the form of action. The permissive right of the Trustee to take action under or otherwise do things enumerated in taking such this Indenture shall not be construed as a duty. The Trustee is further authorized to enter into agreements with other Persons, in its capacity as Trustee, in order to carry out or implement the terms and provisions of this Indenture. The Trustee shall not be liable for any action taken or omitted by it in good faith on the direction of the Registered Owners of the majority of the collective principal amount of the Notes then Outstanding (as determined by or in the case of a court of competent jurisdiction).direction given in accordance with the provisions of

Trustee’s Right to Reliance. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, servicer's report appraisal, opinion, report or document of the Authority or a Servicer opinion or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with experts and with counsel (who may but need not be counsel for the AuthorityBorrower, the Trustee Facility Agent or a Noteholder) and who may be Bond Counselthe Trustee), and the written advice or 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 hereunder, including payment of moneys out of any fund or account, in good faith and in accordance with the written advice or opinion of such counsel. Whenever in the administration hereof the Trustee shall reasonably deem it desirable that a matter be proved or established prior to taking, suffering suffering, or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, at the expense of the Authority, request and rely upon a certificate signed by an Authorized Representative or an officer of a Servicer orthe Borrower, with respect to legal mattersthe Portfolio Administrator, an Opinion of Counselthe Facility Agent or any Secured Creditor. The Trustee shall not be liable for any action taken, suffered suffered, or omitted by it in good faith in accordance with this Indenture or any other Basic Document or at the direction of the Noteholders evidencing the appropriate percentage of the aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture or any other Basic Document and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Trustee shall be liable for its bad faith, negligence or willful misconduct in taking such action (action. To the extent otherwise permitted by the terms of this Agreement, the Trustee is authorized, to sell, assign, transfer, convey, or repurchase Financed Loans in accordance with a request of the Borrower, the Facility Agent or any Secured Creditor, provided that no such Financed Loan may be sold, assigned, transferred, or conveyed to any Person who is not an Eligible Lender. The Trustee is further authorized to enter into agreements with other Persons, in its capacity as determined by a court Trustee, in order to carry out or implement the terms and provisions of competent jurisdiction)this Agreement.

Trustee’s Right to Reliance. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, servicer's report appraisal, opinion, report or document of the Authority or a Servicer opinion or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with experts and with counsel (who may but need not be counsel for the AuthorityBorrower, the Trustee Eligible Lender Trustee, the Facility Agent or a Noteholder) and who may be Bond Counselthe Trustee), and the written advice or 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 hereunder, including payment of moneys out of any fund or account, in good faith and in accordance with the written advice or opinion of such counsel. Whenever in the administration hereof the Trustee shall reasonably deem it desirable that a matter be proved or established prior to taking, suffering suffering, or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, at the expense of the Authority, request and rely upon a certificate signed by an Authorized Representative or an officer of a Servicer orthe Borrower, with respect to legal mattersthe Eligible Lender Trustee, an Opinion of Counselthe Portfolio Administrator, the Facility Agent or any Secured Creditor. The Trustee shall not be liable for any action taken, suffered suffered, or omitted by it in good faith in accordance with this Indenture or any other Basic Document or at the direction of the Noteholders evidencing the appropriate percentage of the aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture or any other Basic Document and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Trustee shall be liable for its bad faith, negligence or willful misconduct in taking such action (action. To the extent otherwise permitted by the terms of this Agreement, the Trustee is authorized, to sell, assign, transfer, convey, or repurchase Financed Loans in accordance with a request of the Borrower, the Facility Agent or any Secured Creditor, provided that no such Financed Loan may be sold, assigned, transferred, or conveyed to any Person who is not an Eligible Lender. The Trustee is further authorized to enter into agreements with other Persons, in its capacity as determined by a court Trustee, in order to carry out or implement the terms and provisions of competent jurisdiction)this Agreement.

Trustee’s Right to Reliance. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, servicer's report appraisal, opinion, report or document of the Authority or a Servicer Issuer Order or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with experts and with counsel (who may but need not be counsel for the AuthorityIssuer, the Trustee Trustee, or for a Noteholder) and Registered Owner or who may be Bond Note Counsel), and the written advice or 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 written advice or opinion of such counsel. Whenever in the administration hereof the Trustee shall reasonably deem it desirable that a matter be proved or established prior to taking, suffering suffering, or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, at the expense of the Authority, request and rely upon a certificate signed by an Authorized Representative the President or an officer the Secretary of a Servicer orthe Issuer; provided, with respect however, that the Trustee may not delay any action required hereunder because the Trustee has failed to legal matters, an Opinion of Counselreceive such certificate. The 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 Trustee shall be liable for its negligence or willful misconduct in taking such action. The Trustee is authorized, under this Indenture, to sell, assign, transfer, convey, or repurchase Financed Student Loans in accordance with an Issuer Order, provided that no such Financed Student Loan may be sold, assigned, transferred, or conveyed to any Person who is not an Eligible Lender. The Trustee is further authorized to enter into agreements with other Persons, in its capacity as Trustee, in order to carry out or implement the terms and provisions of this Indenture. The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with this Indenture or any other Basic Document transaction document or at the direction of the Noteholders Registered Owners evidencing the appropriate percentage of the aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture or any other Basic Document and believed by it to be authorized or within the discretion or rights or powers conferred upon it hereby; provided, however, that the Trustee shall be liable for its bad faith, negligence or willful misconduct in taking such action (as determined by a court of competent jurisdiction).transaction document;