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 Owner and the Indenture Trustee Servicer acknowledge and agree that the purpose of Article XII Section 31 of this Agreement is to facilitate compliance by the Owner and any Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Servicer acknowledges that investors in privately offered securities may require that the Owner or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Owner nor the Indenture Trustee any 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 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 Owner or any Depositor 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 Servicer shall cooperate fully with the Depositor Owner to deliver to the Depositor Owner (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, Owner or any Depositor to permit the Owner or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeServicer, any Subservicer and the Delaware TrusteeMortgage Loans, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Owner or any Depositor to be necessary in order to effect such compliance.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee Purchaser and the Indenture Trustee Company acknowledge and agree that the purpose of Article XII of this Agreement Regulation AB Addendum is to facilitate compliance by the Purchaser and any Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the CommissionCommission and that the provisions of this Regulation AB Addendum shall be applicable to all Mortgage Loans included in a Securitization Transaction closing on or after January 1, 2006, regardless whether the Mortgage Loans were purchased by the Purchaser from the Company prior to the date hereof. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Regulation AB Addendum to compliance with Regulation AB include provision of comparable disclosure in private offerings. The Purchaser and the Company also acknowledge and agree that amendments to Regulation AB may become effective during the term of this Agreement and that both parties will use commercially reasonable efforts to comply with such amendments. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Purchaser nor the Indenture Trustee any 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 the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee Company 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 Purchaser, any Master Servicer or any Depositor 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 Company shall cooperate fully with the Depositor Purchaser and any Master Servicer to deliver to the Depositor Purchaser (including any of its assignees or designees) and one of any Master Servicer or any Depositor (as requested), any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, Purchaser or any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeCompany, any Third-Party Originator and the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Loans, Mortgage Loans reasonably believed by the Purchaser, the Master Servicer or any Depositor to be necessary in order to effect such compliance. For purposes of this Regulation AB Addendum, the term “Purchaser” shall refer to Redwood Residential Acquisition Corporation and its successors in interest and assigns. In addition, any notice or request that must be “in writing” or “written” may be made by electronic mail.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee Purchaser and the Indenture Trustee Seller acknowledge and agree that the purpose of Article XII Section 32 of this Agreement is to facilitate compliance by the Purchaser and any Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Purchaser nor the Indenture Trustee any 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 the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee Seller 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 Purchaser or any Depositor 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 Seller shall cooperate fully with the Depositor Purchaser to deliver to the Depositor Purchaser (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeSeller, any Third-Party Originator and the Delaware TrusteeMortgage Loans, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. The Purchaser (including any of its assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser's reasonable judgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee Purchaser and the Indenture Trustee Seller acknowledge and agree that the purpose of Article XII Section 34 of this Agreement is to facilitate compliance by the Purchaser and any Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Purchaser nor the Indenture Trustee any 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 the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee Seller 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 Purchaser or any Depositor 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 Seller shall cooperate fully reasonably and in good faith with the Depositor Purchaser to deliver to the Depositor Purchaser (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeSeller, any Third-Party Originator and the Delaware TrusteeMortgage Loans, Indenture Trustee 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 Purchaser and the Indenture Trustee Seller acknowledge and agree that the purpose of Article XII Section 34 of this Agreement is to facilitate compliance by the Purchaser and any Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Purchaser nor the Indenture Trustee any 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 the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee Seller 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 Purchaser or any Depositor 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 Seller shall cooperate fully with the Depositor Purchaser to deliver to the Depositor Purchaser (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeSeller, any Third-Party Originator and the Delaware TrusteeMortgage Loans, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Purchaser or any 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, 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 Trustee and the Indenture Trustee parties hereto acknowledge and agree that the purpose of Article XII XI of this Agreement is to facilitate compliance by the Depositor (and the Issuer any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. 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 reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and and, in each case, 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)thereunder. The Indenture Trustee acknowledges parties hereto 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 agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection therewithwith BANK 2017-BNK4, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK4, and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Indenture Special Servicer, the Operating Advisor, the Trustee, the Eligible Lender Trustee Custodian and the Delaware Trustee Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (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 attainable) necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Delaware TrusteeCustodian, Indenture Trustee the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Trust Student LoansMortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee Owner and the Indenture Trustee Company acknowledge and agree that the purpose of Article XII of this Agreement Regulation AB Addendum is to facilitate compliance by the Owner and any Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the CommissionCommission and that the provisions of this Regulation AB Addendum shall be applicable to all Mortgage Loans included in a Securitization Transaction closing on or after January 1, 2006, regardless whether the Mortgage Loans were purchased by the Owner prior to the date hereof. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Owner or any Depositor provide comparable disclosure in unregistered offerings. References in this Regulation AB Addendum to compliance with Regulation AB include provision of comparable disclosure in private offerings. The Owner and the Company also acknowledge and agree that amendments to Regulation AB may become effective during the term of this Agreement and that both parties will use commercially reasonable efforts to comply with such amendments. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Owner nor the Indenture Trustee any 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 the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee Company 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 Owner, any Master Servicer or any Depositor 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 Company shall cooperate fully with the Depositor Owner and any Master Servicer to deliver to the Depositor Owner (including any of its assignees or designees) and one of any Master Servicer or any Depositor (as requested), any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, Owner or any Depositor to permit the Owner, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeCompany, any Subservicer, and the Delaware TrusteeMortgage Loans, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Owner, the Master Servicer or any Depositor to be necessary in order to effect such compliance. The Owner and the Company also acknowledge and agree that Section 2.02(a)(i)-(v), Section 2.03(c), (e) and (f), Section 2.04, Section 2.05 and Section 2.06 of this Regulation AB Addendum shall only be applicable with respect to any Mortgage Loan if the Company (or Subservicer, if any) services such Mortgage Loan for a period following the closing date of a related Securitization Transaction. For purposes of this Regulation AB Addendum, the term “Owner” shall refer to Redwood Residential Acquisition Corporation and its successors in interest and assigns. In addition, any notice or request that must be “in writing” or “written” may be made by electronic mail. The Owner (including any of its assignees or designees) shall cooperate with the Company by providing timely notice of requests for information under these provisions.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee Purchaser and the Indenture Trustee Seller acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Purchaser, any Master Servicer and any Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser, any Master Servicer or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Purchaser nor the Indenture Trustee any 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 and, in each case, 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Indenture Trustee Seller 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 Purchaser, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of established and evolving interpretations of Regulation AB. In connection therewithwith any Securitization Transaction, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee Seller shall cooperate fully with the Depositor Purchaser and any Master Servicer to deliver to the Depositor Purchaser (including any of its assignees or designees), any Master Servicer and any Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the DepositorPurchaser, any Master Servicer or any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeSeller, any Subservicer, any Third-Party Originator and the Delaware TrusteeMortgage Loans, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. The Purchaser (including any of its assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser’s reasonable judgment, to comply with Regulation AB. For the purposes of this Article XII, any notice or request that must be “in writing” or “written” may be made by electronic mail.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee Owner and the Indenture Trustee Servicer acknowledge and agree that the purpose of Article XII of this Agreement Sections 8.4, 8.5, 8.6, 8.7, 8.8 and 8.9 is to facilitate compliance by the Owner and any Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser and any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Owner nor the Indenture Trustee any 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 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 Owner, the Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. Each party agrees that it shall cooperate in good faith to amend this Amendment and/or the Original Servicing Agreement in light of any changes in the interpretations of the requirements of Regulation AB 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. In connection therewithwith any Securitization Transaction, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee Servicer shall cooperate fully with the Depositor Owner and the Master Servicer to deliver to the Depositor Owner (including any of its assignees or designees), the Master Servicer and any Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the DepositorOwner, the Master Servicer or any Depositor to permit the Owner, the Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeServicer, any Subservicer, any Third-Party Originator and the Delaware TrusteeMortgage Loans, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Owner or any Depositor to be necessary in order to effect such compliance. The Owner (including any of its assignees or designees) shall cooperate with the Company by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Owner's reasonable judgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee Owner and the Indenture Trustee Company acknowledge and agree that the purpose of Article XII 2 of this Agreement is to facilitate compliance by the Owner and any 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, Owner nor the Indenture Trustee any 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 and Section 302 of the provision in a private offering Sarbanes Oxley Act. Although Regulation AB is applicable by its terms only to offerings of disclosure comparable to asset-backed securities that required are registered under the Securities Act), the parties acknowledge that investors in privately offered securities may require that the Owner or any Depositor provide comparable disclosure in unregistered offerings. The Indenture Trustee parties agree over time to negotiate in good faith with respect to the provision of comparable disclosure in private offerings. The Company 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 negotiate in good faith with the Owner or any Depositor with regard to any reasonable requests 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 Company shall cooperate fully with the Depositor Owner to deliver to the Depositor Owner (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, to permit the Owner or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeCompany, and any parties or items identified in writing by the Delaware TrusteeOwner, Indenture Trustee including, any Subservicer, or the servicing of the Trust Student Loans, reasonably believed by the Depositor to be Mortgage Loans necessary in order to effect such compliance. The Owner agrees that it will cooperate with the Company and provide sufficient and timely notice of any information requirements pertaining to a Securitization Transaction. The Owner will make all reasonable efforts to contain requests for information, reports or any other materials to items required for compliance with Regulation AB, and shall not request information which is not required for such compliance.

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 DepositorPurchaser, the Eligible Lender Trustee, the Delaware Trustee Seller and the Indenture Trustee Servicer each acknowledge and agree that the purpose of Article XII Section 34 of this Agreement is to facilitate compliance by the Purchaser and any Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller and the Servicer each acknowledge that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Purchaser nor the Indenture Trustee any 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 the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee acknowledges Seller and the Servicer each 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 Purchaser or any Depositor 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 Seller and the Delaware Trustee Servicer shall cooperate fully with the Depositor Purchaser to deliver to the Depositor Purchaser (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeSeller, the Delaware TrusteeServicer, Indenture Trustee any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Purchaser or any Depositor 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 Depositor and the Indenture Owner 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, Depositor nor the Indenture Trustee Servicer 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 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 Owner Trustee and the Delaware Trustee shall agrees to cooperate fully in good faith with any reasonable request by the Depositor to deliver to for information regarding the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information Owner Trustee which is necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB as it relates to the Owner Trustee or to the Owner Trustee’s obligations under this Agreement. The Depositor and the Owner Trustee acknowledge and agree that the Owner Trustee shall not be obligated to comply with the requirements of Item 1122 of Regulation AB; provided, together however, that the Owner Trustee agrees, subject to receipt of additional compensation and reimbursement of reasonable expenses, to comply with such disclosures relating any mandatory Commission or staff interpretation of Item 1122 of Regulation AB as it relates to the Eligible Lender Trustee, the Delaware Trustee, Indenture Owner Trustee or to the servicing Owner Trustee’s obligations under this Agreement. The Depositor shall cooperate with the Owner 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 of the Trust Student LoansDepositor or the Servicer, reasonably believed by the Depositor 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 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. T The Depositor, the Eligible Lender Trustee, the Delaware Trustee Purchaser and the Indenture Trustee Company acknowledge and agree that the purpose of Article XII Section 32 of this Agreement is is, by cooperating in good faith with the Purchaser, to facilitate compliance enable the Purchaser and any Depositor designated by the Depositor and the Issuer Purchaser to comply with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Purchaser nor the Indenture Trustee any 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 the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee Company 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 cooperate in good faith to comply with requests made by the Purchaser or any Depositor 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 Company shall cooperate fully in good faith with the Depositor Purchaser to deliver to the Depositor Purchaser (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeCompany, any Third-Party Originator and the Delaware TrusteeMortgage Loans, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. The Purchaser (including any of its assignees or designees) shall cooperate with the Company by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser's reasonable judgment, to strictly comply with Regulation AB.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee Seller and the Indenture Trustee Purchaser acknowledge and agree that the purpose of this Article XII of this Agreement is to facilitate compliance by the Seller and any Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Purchaser acknowledges that investors in privately offered securities may require that the Seller or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Seller nor the Indenture Trustee any 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 and, in each case, 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Indenture Trustee Purchaser 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, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of established and evolving interpretations of Regulation AB. In connection therewithwith any Securitization Transaction, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee Purchaser shall cooperate fully with the Depositor Seller and any Master Servicer to deliver to the Depositor Seller (including any of its assignees or designees), any Master Servicer and any Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the DepositorSeller, the Master Servicer or any Depositor to permit the Seller, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteePurchaser, any Subservicer and the Delaware TrusteeMortgage Loans, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Seller or any Depositor to be necessary in order to effect such compliance. In the event of any conflict between this Article XII and any other term or provision in this Agreement, the provisions of this Article XII shall control. The Seller (including any of its assignees or designees) shall cooperate the Purchaser by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Seller's reasonable judgment, 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, 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 Owner and the Indenture Trustee Servicer acknowledge and agree that the purpose of Article XII of this Agreement Sections 8.4, 8.5, 8.6, 8.7, 8.8 and 8.9 is to facilitate compliance by the Owner and any Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser and any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Owner nor the Indenture Trustee any 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 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 Owner, the Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. Each party agrees that it shall cooperate in good faith to amend this Amendment and/or the Original Servicing Agreement in light of any changes in the interpretations of the requirements of Regulation AB 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. In connection therewithwith any Securitization Transaction, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee Servicer shall cooperate fully with the Depositor Owner and the Master Servicer to deliver to the Depositor Owner (including any of its assignees or designees), the Master Servicer and any Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the DepositorOwner, the Master Servicer or such Depositor to permit the Owner, the Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeServicer, any Subservicer, any Third-Party Originator and the Delaware TrusteeMortgage Loans, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Owner or such Depositor to be necessary in order to effect such compliance. The Owner (including any of its assignees or designees) 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 Owner's reasonable judgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, Administrator, on behalf of the Delaware Trustee Issuer, and the Indenture Trustee Servicer acknowledge and agree that the purpose of Article XII VII 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, to the extent such compliance becomes applicable. Neither the Depositor, the Eligible Lender Trustee, Administrator, on behalf of the Delaware TrusteeIssuer, nor the Indenture Trustee Servicer 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 Administrator, on behalf of the Issuer 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 Servicer 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, records and any other information necessary in the good faith determination of the DepositorAdministrator, on behalf of the Issuer, to permit the Depositor Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender Trustee, the Delaware Trustee, Indenture Trustee Servicer and/or any Subservicer or the servicing of the Trust Student Loans, reasonably believed by the Depositor Administrator, on behalf of the Issuer, to be necessary in order to effect such compliance. The Administrator, on behalf of the Issuer, (including any of its assignees or designees) 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 Issuer’s reasonable judgment, to comply with Regulation AB.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee Purchaser and the Indenture Trustee Sellers acknowledge and agree that the purpose of Article XII Sections 4.01(b), 6.04 and 11.02 through 11.05 of this Agreement is to facilitate compliance by the Purchaser and any Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Sellers acknowledge that investors in privately offered securities may require that the Purchaser, any Master Servicer or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Purchaser nor the Indenture Trustee any 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 the provision in a private offering of disclosure comparable to that required under the Securities Act). The Indenture Trustee acknowledges Sellers 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 Purchaser, any Master Servicer or any Depositor 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 where a Seller is an originator of the related Mortgage Loans, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee shall such Seller agrees to cooperate fully with the Depositor Purchaser and any Master Servicer to deliver to the Depositor Purchaser (including any of its assignees or designees), any Master Servicer and all any Depositor, any statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of any Master Servicer and the DepositorPurchaser or any Depositor (in each case, made in consultation with such Seller) to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to such Seller, any Subservicer, any Third-Party Originator and the Eligible Lender TrusteeMortgage Loans, the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Purchaser or any Depositor (in consultation with such Seller) to be necessary in order to effect such compliance. The Purchaser (including any of its assignees or designees) shall cooperate with such Seller by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser's reasonable judgment, to comply with Regulation AB. The parties hereto acknowledge and agree that, in connection with a Securitization Transaction, (i) no party shall file with the Commission any report contemplated by Item 1122 of Regulation AB with respect to any Seller, the Servicer, any Subservicer or any Subcontractor if such entity's activities relate to five percent (5%) or less of the asset pool of such Securitization Transaction or sub-pool thereof, and (ii) no party shall file with the Commission any servicer compliance statement contemplated by Item 1123 of Regulation AB with respect to any Seller, the Servicer, any Subservicer or any Subcontractor if such entity's activities relate to less than ten percent (10%) of the asset pool of such Securitization Transaction or sub-pool thereof.

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 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 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 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, 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 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, the Delaware Trustee Purchaser and the Indenture Trustee Company acknowledge and agree that the purpose of Article XII of this Agreement Section 8.14 is to facilitate compliance by the Purchaser and any Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the CommissionCommission and that the provisions of this Amendment Reg AB shall be applicable to all Mortgage Loans included in a Securitization Transaction closing on or after January 1, 2006, regardless whether the Mortgage Loans were purchased by the Purchaser from the Company prior to the date hereof. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. The Company agrees to provide the Purchaser with the assessment of compliance and the attestation required by Item 1122 of Regulation AB in connection with privately offered securities and to negotiate in good faith with the Purchaser with respect to provision of other disclosure comparable to that required under this Amendment Reg AB in connection with privately offered securities. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Purchaser nor the Indenture Trustee any 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 the provision in a private offering of disclosure comparable to that required under the Securities Act)thereunder. The Indenture Trustee Company 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 negotiate in good faith with the Purchaser or any Depositor with regard to any reasonable requests 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 Company shall cooperate fully with the Depositor Purchaser to deliver to the Depositor Purchaser (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeCompany, any Subservicer, any Third-Party Originator and the Delaware Trustee, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary or the servicing of the Mortgage Loans necessary in order to effect such compliance. The Purchaser agrees that it will cooperate with the Company and provide sufficient and timely notice of any information requirements pertaining to a Securitization Transaction. The Purchaser will make all reasonable efforts to limit requests for information, reports or any other materials to items required for compliance with Regulation AB and shall not request information which is not required for such compliance.

Intent of the Parties; Reasonableness. The Depositor, the Eligible Lender Trustee, the Delaware Trustee Purchaser and the Indenture Trustee Seller acknowledge and agree that the purpose of Article XII Section 33 of this Agreement is to facilitate compliance by the Purchaser and any 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, Purchaser nor the Indenture Trustee any 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 ActAct of 1933, the Exchange Act and and, in each case, the rules and regulations of the Commission thereunder (or and the provision in a private offering of disclosure comparable to that required under the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Indenture Trustee Seller 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 Purchaser or Purchaser's Agent in good faith for delivery of information under these provisions on the basis of established and evolving interpretations of Regulation AB. In connection therewithwith any Securitization Transaction, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee Seller shall cooperate fully with the Depositor Purchaser and Purchaser's Agent to deliver to the Depositor (including any of its assignees Purchaser or designees), Purchaser's Agent any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith reasonable determination of the Depositor, Purchaser or Purchaser's Agent to permit the Depositor Purchaser or Purchaser's Agent to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeSeller, any Subservicer, any Third-Party Originator and the Delaware TrusteeMortgage Loans, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. The Purchaser and Purchaser's Agent shall cooperate with the Seller by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser's reasonable judgment, to comply with Regulation AB. In the event that any threshold percentages with respect to the Seller or any of the Seller's Subservicers or Subcontractors change in a Securitization Transaction, due to payoffs or otherwise, such that the Seller or any of the Seller's Subservicers or Subcontractors would be required to provide information pursuant to this Section 33 not theretofore required, Purchaser or Purchaser's Agent shall give the Seller prompt notice of any such threshold percentage changes.

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 Owner and the Indenture Trustee Servicer acknowledge and agree that the purpose of Article XII of this Agreement Sections 8.4, 8.5, 8.6, 8.7, 8.8 and 8.9 is to facilitate compliance by the Owner and any Depositor and the Issuer with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser and any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Owner nor the Indenture Trustee any 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 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 Owner, the Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. Each party agrees that it shall cooperate in good faith to amend this Amendment and/or the Original Servicing Agreement in light of any changes in the interpretations of the requirements of Regulation AB 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. In connection therewithwith any Securitization Transaction, the Indenture Trustee, the Eligible Lender Trustee and the Delaware Trustee Servicer shall cooperate fully with the Depositor Owner and the Master Servicer to deliver to the Depositor Owner (including any of its assignees or designees), the Master Servicer and any Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the DepositorOwner, the Master Servicer or such Depositor to permit the Owner, the Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeServicer, any Subservicer, any Third-Party Originator and the Delaware TrusteeMortgage Loans, Indenture Trustee or the servicing of the Trust Student Mortgage Loans, reasonably believed by the Owner or such Depositor to be necessary in order to effect such compliance. The Owner (including any of its assignees or designees) 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 Owner’s reasonable judgment, to comply with Regulation AB.

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 Trustee Purchaser and the Indenture Trustee Seller acknowledge and agree that the purpose of Article XII Section 26 of this Agreement is to facilitate compliance by the Depositor Purchaser and any depositor, as such term is defined in Regulation AB (as defined below), with respect to any Securitization Transaction (as defined below) (the Issuer "Depositor") with the provisions of Regulation AB and related rules and regulations of the United States Securities and Exchange Commission (the "Commission"). Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act of 1933, as amended (the "Securities Act"), the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Depositor, the Eligible Lender Trustee, the Delaware Trustee, Purchaser nor the Indenture Trustee any 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 Securities Exchange Act of 1934, as amended (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 Seller and the Purchaser 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 the Seller agrees to comply with requests made by the Purchaser or any Depositor 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 Seller shall cooperate fully with the Depositor Purchaser to deliver to the Depositor Purchaser (including any of its assignees or designees)) and any Depositor, any and all statements, reports, certifications, records, attestations, records and any other information necessary in the good faith determination of the Depositor, Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Eligible Lender TrusteeSeller, any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof (a "Person"), other than a Qualified Correspondent (as defined below), that originated Mortgage Loans acquired by the Delaware Trustee, Indenture Trustee or Seller (the servicing of "Third-Party Originator") and the Trust Student Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. The Purchaser (including any of its assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser's reasonable judgment, to comply with Regulation AB.