Common use of Intent of the Parties; Reasonableness Clause in Contracts

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, nor the Indenture Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Trustee, the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee Trust and the Indenture Trustee acknowledge and agree that the purpose of Article XII Sections 3.9 and 6.6 of this Agreement Indenture is to facilitate compliance by the Depositor Trust and the Issuer Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Trust nor the Indenture Trustee Administrator (acting on behalf of the Trust) shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Depositor Trust (or the Administrator, acting on behalf of the Trust) in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewithwith this transaction, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee shall cooperate fully with the Depositor Trust (or the Administrator, acting on behalf of the Trust) to deliver to the Depositor Trust (including any or the Administrator, acting on behalf of its assignees or designeesthe Trust), any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the DepositorTrust (or the Administrator, acting on behalf of the Trust) to permit the Depositor Trust to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Trustee, the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor Trust (or the Administrator, acting in good faith on behalf of the Trust) to be necessary in order to effect such compliance. The Trust (or the Administrator, acting on behalf of the Trust) shall cooperate with the Indenture Trustee by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Trust to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, nor the Indenture Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Indenture Trustee, Trustee and the Eligible Lender Trustee and the Delaware Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Trustee, the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The DepositorSeller, the Eligible Lender Trustee, the Delaware Trustee Depositor and the Indenture Trustee Servicer acknowledge and agree that the purpose of Article XII XI of this Agreement is to facilitate compliance by the Depositor Seller and the Issuer Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Seller nor the Indenture Trustee Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or thereunder. Each of the provision in a private offering of disclosure comparable to that required under Depositor, the Securities Act). The Indenture Seller, the Servicer and the Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Seller or the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, Each of the Indenture Trustee, the Eligible Lender Trustee Servicer and the Delaware Trustee shall cooperate fully with the Depositor Seller to deliver to the Depositor Seller (including any of its assignees or designees)) and the Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, Seller or the Depositor to permit the Seller or the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeServicer, the Delaware TrusteeTrustee and the Mortgage Loans, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Seller or the Depositor to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The DepositorSeller, the Eligible Lender Trustee, the Delaware Trustee Servicer and the Indenture Trustee Trust acknowledge and agree that the purpose of Article XII Four of this Agreement is to facilitate compliance by the Depositor Trust and the Issuer Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Servicer nor the Indenture Trustee Trust shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor Trust in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewithwith this transaction, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee Servicer shall cooperate fully with the Depositor Trust to deliver to the Depositor (including any of its assignees or designees), Trust any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, Trust to permit the Depositor Trust to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeServicer, any Subservicer and the Delaware TrusteeReceivables, Indenture Trustee or the servicing of the Trust Student LoansReceivables, reasonably believed by the Depositor Trust to be necessary in order to effect such compliance. The Trust shall cooperate with the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment of the Trust to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Owner Trustee and the Indenture Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Depositor, the Eligible Lender Trustee, the Delaware Trustee, nor Owner Trustee or the Indenture Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Owner Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Trustee, the Delaware Owner Trustee, Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The DepositorIssuer, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee Administrator acknowledge and agree that the purpose of this Article XII of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the DepositorThe Issuer, the Eligible Lender Trustee, the Delaware Trustee, nor the Indenture Trustee shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance to comply with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive interpretative guidance provided by the Commission or its staff, consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor Administrator, on behalf of the Issuer, in good faith faith, for the delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee Administrator shall cooperate fully with the Depositor Administrator, on behalf of the Issuer, to deliver to the Depositor Administrator, on behalf of the Issuer (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information that is in the possession of the Indenture Administrator and necessary in the good faith determination of the DepositorAdministrator, to permit on behalf of the Depositor Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Trustee, the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Loans, Administrator reasonably believed by the Depositor Administrator, on behalf of the Issuer, to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee Issuer and the Indenture Trustee Owner Trust Administrator acknowledge and agree that the purpose of Article XII Section 22 of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Issuer nor the Indenture Trustee Owner Trust Administrator shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee Owner Trust Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor Indenture Trustee, the Servicer or any other party to the Transaction Documents in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee Owner Trust Administrator shall cooperate fully with the Depositor Owner Trust Administrator, on behalf of the Issuer to deliver to the Depositor Owner Trust Administrator, on behalf of the Issuer (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the DepositorOwner Trust Administrator, on behalf of the Issuer, to permit the Depositor Owner Trust Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB. The Issuer (including any of its assignees or designees) shall cooperate with the Owner Trust Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, together with such disclosures relating to in the Eligible Lender TrusteeOwner Trust Administrator’s, the Delaware Trustee, Indenture Trustee or the servicing on behalf of the Trust Student LoansIssuer, reasonably believed by the Depositor reasonable judgment, to be necessary in order to effect such compliancecomply with Regulation AB.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee parties hereto acknowledge and agree that the purpose of Article XII X of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and the related rules and regulations of the Commission; provided, however, that the reports (or substantially similar reports) required to be delivered pursuant to Section 10.08 and Section 10.10 of this Agreement will continue to be required regardless of any amendment to this Agreement. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, nor the Indenture Trustee The Depositor shall not exercise its right rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Xxxxxxxx-Xxxxx Act). The Indenture Trustee acknowledges parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees agree to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection therewithwith the RBS Commercial Mortgage Securities Trust [______], Commercial Mortgage Pass-Through Certificates, Series [________], each of the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee parties to this Agreement shall cooperate fully with the Depositor Depositor[, the Certificate Administrator] and the Trustee, as applicable, to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor[, the Certificate Administrator] or the Trustee, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Master Servicer, the Special Servicer, the Trust Advisor[, the Certificate Administrator] and the Trustee, the Delaware Trusteeas applicable, Indenture Trustee and any Sub-Servicer, or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Depositor to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee parties hereto acknowledge and agree that the purpose of this Article XII of this Agreement IV is to facilitate compliance by the Depositor Depositor, the Master Servicer and the Issuer Securities Administrator with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the The Depositor, the Eligible Lender Trustee, Master Servicer and the Delaware Trustee, nor the Indenture Trustee Securities Administrator shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act and the Exchange Act). The Indenture Trustee Each of the parties hereto acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the assetmortgage-backed securities markets, advice of counsel, or otherwise, and the Custodian agrees to comply with requests made by the Depositor Depositor, the Master Servicer and the Securities Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation ABAB to the extent reasonably practicable, unless otherwise advised in writing by counsel. In connection therewithThe Custodian shall cooperate reasonably with the Depositor, the Indenture Trustee, the Eligible Lender Trustee Master Servicer and the Delaware Trustee shall cooperate fully with the Depositor Securities Administrator to deliver to the Depositor and the Master Servicer (including any of its their respective assignees or designees), any and all disclosure, statements, reports, certifications, records, attestations, records and any other information necessary in the reasonable, good faith determination of the Depositor, the Master Servicer and the Securities Administrator to permit the Depositor Depositor, the Master Servicer and the Securities Administrator to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Trustee, the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The DepositorSeller, the Eligible Lender Trustee,, the Delaware Trustee Securities Administrator, the Depositor and the Indenture Trustee Applicable Servicer acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor Seller and the Issuer Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Seller nor the Indenture Trustee Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or thereunder. Each of the provision in a private offering of disclosure comparable to that required under Depositor, the Securities Act). The Indenture Seller, the Applicable Servicer and the Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Seller or the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewithEach of the Master Servicer, the Indenture Trustee, the Eligible Lender Trustee Applicable Servicer and the Delaware Trustee shall cooperate fully with the Depositor Seller to deliver to the Depositor Seller (including any of its assignees or designees)) and the Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, Seller or the Depositor to permit the Seller or the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeApplicable Servicer, the Delaware TrusteeTrustee and the Mortgage Loans, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Seller or the Depositor to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, nor the Indenture Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed asset­backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Indenture Trustee, Trustee and the Eligible Lender Trustee and the Delaware Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Trustee, the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Owner Trustee and the Indenture Delaware Trustee acknowledge and agree that the purpose of this Article XII of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Depositor, the Eligible Lender Trustee, Owner Trustee or the Delaware Trustee, nor the Indenture Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Indenture Trustee, the Eligible Lender Owner Trustee and the Delaware Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Trustee, Owner Trustee or the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Owner Trustee and the Indenture Delaware Trustee acknowledge and agree that the purpose of Article XII Twelve of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Depositor, the Eligible Lender Trustee, Owner Trustee or the Delaware Trustee, nor the Indenture Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Owner Trustee acknowledges and the Delaware Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Indenture Trustee, the Eligible Lender Owner Trustee and the Delaware Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Owner Trustee, the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student LoansReceivables, reasonably believed by the Depositor to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee parties hereto acknowledge and agree that the purpose of this Article XII of this Agreement IV is to facilitate compliance by the Depositor Depositor, the Master Servicer and the Issuer Trustee with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the The Depositor, the Eligible Lender Trustee, Master Servicer and the Delaware Trustee, nor the Indenture Trustee shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act and the Exchange Act). The Indenture Trustee Each of the parties hereto acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the assetmortgage-backed securities markets, advice of counsel, or otherwise, and the Custodian agrees to comply with requests made by the Depositor Depositor, the Master Servicer and the Trustee in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation ABAB to the extent reasonably practicable, unless otherwise advised in writing by counsel. In connection therewithThe Custodian shall cooperate reasonably with the Depositor, the Indenture Trustee, the Eligible Lender Trustee Master Servicer and the Delaware Trustee shall cooperate fully with the Depositor to deliver to the Depositor Depositor, the Trustee and the Master Servicer (including any of its their respective assignees or designees), any and all disclosure, statements, reports, certifications, records, attestations, records and any other information necessary in the reasonable, good faith determination of the Depositor, the Master Servicer and the Trustee to permit the Depositor Depositor, the Master Servicer and the Trustee to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Trustee, the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, nor the Indenture Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed asset­backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Indenture Trustee, the Eligible Lender Delaware Trustee and the Delaware Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Trustee, the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee Mortgage Manager and the Indenture Trustee Trust Manager acknowledge and agree that the purpose of Article XII II of this Agreement letter agreement is to facilitate compliance by the Depositor and the Issuer Mortgage Manager with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, nor the Indenture Trustee The Trust Manager shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee Mortgage Manager acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor Trust Manager in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewithwith any Securitization Transaction, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee Mortgage Manager shall cooperate fully with the Depositor Trust Manager to deliver to the Depositor Trust Manager (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, Trust Manager to permit the Depositor Trust Manager to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeMortgage Manager, any Subservicer and the Delaware TrusteeLoans, Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor Trust Manager to be necessary in order to effect such compliance. The Trust Manager (including any of its assignees or designees) shall cooperate with the Mortgage Manager by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Trust Manager's reasonable judgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, Depositor and the Delaware Trustee and the Indenture Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB promulgated under the Securities Act ("Regulation AB") and related rules and regulations of the Commission. Neither the Depositor, the Eligible Lender Trustee, Depositor nor the Delaware Trustee, nor the Indenture Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, faith or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Delaware Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information reasonably necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating AB as it relates to the Eligible Lender Trustee, the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee and the Indenture Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, nor the Indenture Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Indenture Trustee, the Eligible Lender Delaware Trustee and the Delaware Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Trustee, the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Loans, reasonably believed by the Depositor to be necessary in order to effect such compliance.