Common use of Additional Covenants of Eligible Lender Trustee Clause in Contracts

Additional Covenants of Eligible Lender Trustee. The Eligible Lender Trustee, by the execution hereof, covenants, represents and agrees that: (a) this Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Loans held by an “eligible lender” under the Higher Education Act, and the Depositor hereby agrees that the Eligible Lender Trustee shall be accorded the protection set forth in Section 4.05 hereof for its limited role herein pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Depositor or the Servicer of the Financed Eligible Loans, subject to the terms of applicable laws, rules and regulations; (b) it will comply with the Higher Education Act and the regulations promulgated thereunder and will, upon written notice from the Depositor, the Secretary of Education, or the Guarantee Agency, use its reasonable efforts to cause this Eligible Lender Trust Agreement to be amended if the Higher Education Act or regulations promulgated thereunder are hereafter amended so as to be contrary to the terms of this Eligible Lender Trust Agreement; (c) it will, from and after it shall have either entered into, or succeeded to the rights and interests of any Eligible Lender under any Guarantee Agreement covering Financed Eligible Loans, maintain the same and diligently enforce its rights thereunder, and not consent to or permit any rescission of or consent to any amendment thereto or otherwise take any action under or in connection therewith which in any manner would adversely affect the rights of the Depositor; and (d) notwithstanding any other provision of this Eligible Lender Trust Agreement or other documents pertaining to the Notes or the Financed Eligible Loans, nothing herein or therein shall be construed to limit the responsibility of the Eligible Lender Trustee to the Secretary of Education or a Guarantee Agency as required under, or to comply with its obligations under, the Higher Education Act and the regulations promulgated thereunder.

Additional Covenants of Eligible Lender Trustee. The Eligible Lender Trustee, by the execution hereof, covenants, represents and agrees that: (a) this Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Loans held by an “eligible lender” under the Higher Education Act, and the Depositor Issuer hereby agrees that the Eligible Lender Trustee shall be accorded the protection set forth in Section 4.05 hereof for its limited role herein pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Depositor Issuer or the Servicer of the Financed Eligible Loans, subject to the terms of applicable laws, rules and regulations; (b) it will comply with the Higher Education Act and the regulations promulgated thereunder and will, upon written notice from the DepositorIssuer, the Secretary of Education, or the Guarantee Agency, use its reasonable efforts to cause this Eligible Lender Trust Agreement to be amended if the Higher Education Act or regulations promulgated thereunder are hereafter amended so as to be contrary to the terms of this Eligible Lender Trust Agreement; (c) it will, from and after it shall have either entered into, or succeeded to the rights and interests of any Eligible Lender under any Guarantee Agreement covering Financed Eligible Loans, maintain the same and diligently enforce its rights thereunder, and not consent to or permit any rescission of or consent to any amendment thereto or otherwise take any action under or in connection therewith which in any manner would adversely affect the rights of the DepositorIssuer or the parties secured by the Indenture; and (d) notwithstanding any other provision of this Eligible Lender Trust Agreement or other documents pertaining to the Notes or the Financed Eligible Loans, nothing herein or therein shall be construed to limit the responsibility of the Eligible Lender Trustee to the Secretary of Education or a Guarantee Agency as required under, or to comply with its obligations under, the Higher Education Act and the regulations promulgated thereunder.

Additional Covenants of Eligible Lender Trustee. The Eligible Lender Trustee, by the execution hereof, covenants, represents and agrees that: (a) this Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Loans held by an “eligible lender” under the Higher Education Act, and the Depositor Issuer hereby agrees that the Eligible Lender Trustee shall be accorded the protection set forth in Section 4.05 hereof for its limited role herein pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Depositor Issuer or the Servicer of the Financed Eligible Loans, subject to the terms of applicable laws, rules and regulations; (b) it will comply with the Higher Education Act and the regulations promulgated thereunder and will, upon written notice from the DepositorIssuer, the Secretary of Education, or the Guarantee a Guaranty Agency, use its reasonable efforts to cause this Eligible Lender Trust Agreement to be amended if the Higher Education Act or regulations promulgated thereunder are hereafter amended so as to be contrary to the terms of this Eligible Lender Trust Agreement; (c) it will, from and after it shall have either entered into, or succeeded to the rights and interests of any Eligible Lender under any Guarantee Agreement covering Financed Eligible Loans, maintain the same and diligently enforce its rights thereunder, and not consent to or permit any rescission of or consent to any amendment thereto or otherwise take any action under or in connection therewith which in any manner would adversely affect the rights of the DepositorIssuer or the parties secured by the Indenture; (d) it will comply with each covenant, agreement or undertaking set forth in the Securitization Cooperation Annex; and (de) notwithstanding any other provision of this Eligible Lender Trust Agreement or other documents pertaining to the Notes or the Financed Eligible Loans, nothing herein or therein shall be construed to limit the responsibility of the Eligible Lender Trustee to the Secretary of Education or a Guarantee Guaranty Agency as required under, or to comply with its obligations under, the Higher Education Act and the regulations promulgated thereunder.

Additional Covenants of Eligible Lender Trustee. The Eligible Lender Trustee, by the execution hereof, covenants, represents and agrees that: (a) this Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Student Loans held by an “eligible lender” under the Higher Education Act, and the Depositor Issuer hereby agrees that the Eligible Lender Trustee shall be accorded the protection set forth in Section 4.05 hereof for its limited role herein pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Depositor Issuer or the Servicer of the Financed Eligible Student Loans, subject to the terms of applicable laws, rules and regulations; (b) it will comply with the Higher Education Act and the regulations promulgated thereunder and will, upon written notice from the DepositorIssuer, the Secretary of EducationSecretary, or the Guarantee Agency, use its reasonable efforts to and upon receipt of an Issuer Order directing the Eligible Lender Trustee, shall cause this Eligible Lender Trust Agreement to be amended if the Higher Education Act or regulations promulgated thereunder are hereafter amended so as to be contrary to the terms of this Eligible Lender Trust Agreement; (c) it will, from and after it shall have either entered into, or succeeded to the rights and interests of any Eligible Lender under any Guarantee Agreement covering Financed Eligible Student Loans, maintain the same and diligently enforce its rights thereunder, and not consent to or permit any rescission of or consent to any amendment thereto or otherwise take any action under or in connection therewith which in any manner would adversely affect the rights of the DepositorIssuer or the parties secured by the Indenture; and (d) notwithstanding any other provision of this Eligible Lender Trust Agreement or other documents pertaining to the Notes or the Financed Eligible Student Loans, nothing herein or therein shall be construed to limit the responsibility of the Eligible Lender Trustee to the Secretary of Education or a Guarantee Agency Guarantor as required under, or to comply with its obligations under, the Higher Education Act and the regulations promulgated thereunder.

Additional Covenants of Eligible Lender Trustee. The Eligible Lender Trustee, by the execution hereof, covenants, represents and agrees that: (a) this Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Loans held by an “eligible lender” under the Higher Education Act, and the Depositor Issuer hereby agrees that the Eligible Lender Trustee shall be accorded the protection set forth in Section 4.05 hereof for its limited role herein pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Depositor Issuer or the Servicer of the Financed Eligible Loans, subject to the terms of applicable laws, rules and regulations; (b) it will comply with the Higher Education Act and the regulations promulgated thereunder and will, upon written notice from the DepositorIssuer, the Secretary of Education, or the Guarantee Guaranty Agency, use its reasonable efforts to cause this Eligible Lender Trust Agreement to be amended if the Higher Education Act or regulations promulgated thereunder are hereafter amended so as to be contrary to the terms of this Eligible Lender Trust Agreement; (c) it will, from and after it shall have either entered into, or succeeded to the rights and interests of any Eligible Lender under any Guarantee Agreement covering Financed Eligible Loans, maintain the same and diligently enforce its rights thereunder, and not consent to or permit any rescission of or consent to any amendment thereto or otherwise take any action under or in connection therewith which in any manner would adversely affect the rights of the DepositorIssuer or the parties secured by the Indenture; (d) it will comply with each covenant, agreement or undertaking set forth in the Securitization Cooperation Annex; and (de) notwithstanding any other provision of this Eligible Lender Trust Agreement or other documents pertaining to the Notes or the Financed Eligible Loans, nothing herein or therein shall be construed to limit the responsibility of the Eligible Lender Trustee to the Secretary of Education or a Guarantee Guaranty Agency as required under, or to comply with its obligations under, the Higher Education Act and the regulations promulgated thereunder.

Additional Covenants of Eligible Lender Trustee. The Eligible Lender Trustee, by the execution hereof, covenants, represents and agrees that: (a) this Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Loans held by an “"eligible lender” " under the Higher Education Act, and the Depositor Issuer hereby agrees that the Eligible Lender Trustee shall be accorded the protection set forth in Section 4.05 hereof for its limited role herein pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Depositor Issuer or the Servicer of the Financed Eligible Loans, subject to the terms of applicable laws, rules and regulations; (b) it will comply with the Higher Education Act and the regulations promulgated thereunder and will, upon written notice from the DepositorIssuer, the Secretary of EducationSecretary, or the Guarantee Agency, use its reasonable efforts to and upon receipt of an Issuer Order directing the Eligible Lender Trustee, shall cause this Eligible Lender Trust Agreement to be amended if the Higher Education Act or regulations promulgated thereunder are hereafter amended so as to be contrary to the terms of this Eligible Lender Trust Agreement; (c) it will, from and after it shall have either entered into, or succeeded to the rights and interests of any Eligible Lender under any Guarantee Agreement covering Financed Eligible Loans, maintain the same and diligently enforce its rights thereunder, and not consent to or permit any rescission of or consent to any amendment thereto or otherwise take any action under or in connection therewith which in any manner would adversely affect the rights of the DepositorIssuer or the parties secured by the Indenture; and (d) notwithstanding any other provision of this Eligible Lender Trust Agreement or other documents pertaining to the Notes or the Financed Eligible Loans, nothing herein or therein shall be construed to limit the responsibility of the Eligible Lender Trustee to the Secretary of Education or a Guarantee Agency Guarantor as required under, or to comply with its obligations under, the Higher Education Act and the regulations promulgated thereunder.

Additional Covenants of Eligible Lender Trustee. The Eligible Lender Trustee, by the execution hereof, covenants, represents and agrees that: (a) this Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Loans held by an “eligible lender” under the Higher Education Act, and the Depositor Issuer hereby agrees that the Eligible Lender Trustee shall be accorded the protection set forth in Section 4.05 hereof for its limited role herein pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Depositor Issuer or the Servicer of the Financed Eligible Loans, subject to the terms of applicable laws, rules and regulations; (b) it will comply with the Higher Education Act and the regulations promulgated thereunder and will, upon written notice from the DepositorIssuer, the Secretary of EducationSecretary, or the Guarantee Agency, use its reasonable efforts to cause this Eligible Lender Trust Agreement to be amended if the Higher Education Act or regulations promulgated thereunder are hereafter amended so as to be contrary to the terms of this Eligible Lender Trust Agreement; (c) it will, from and after it shall have either entered into, or succeeded to the rights and interests of any Eligible Lender under any Guarantee Agreement covering Financed Eligible Loans, maintain the same and diligently enforce its rights thereunder, and not consent to or permit any rescission of or consent to any amendment thereto or otherwise take any action under or in connection therewith which in any manner would adversely affect the rights of the DepositorIssuer or the parties secured by the Indenture; and (d) notwithstanding any other provision of this Eligible Lender Trust Agreement or other documents pertaining to the Notes or the Financed Eligible Loans, nothing herein or therein shall be construed to limit the responsibility of the Eligible Lender Trustee to the Secretary of Education or a Guarantee Agency Guarantor as required under, or to comply with its obligations under, the Higher Education Act and the regulations promulgated thereunder.

Additional Covenants of Eligible Lender Trustee. The Eligible Lender Trustee, by the execution hereof, covenants, represents and agrees that: (a) this Eligible Lender Trust Agreement and all documents, agreements, understandings and arrangements relating to this Eligible Lender Trust Agreement which are executed by the Eligible Lender Trustee have been executed by the Eligible Lender Trustee solely for the purpose of having the legal title to the Financed Eligible Loans held by an “"eligible lender” " under the Higher Education Act, and the Depositor Sponsor hereby agrees that the Eligible Lender Trustee shall be accorded the protection set forth in Section 4.05 hereof for its limited role herein pursuant to the indemnity herein and that the Eligible Lender Trustee (its officers, directors, employees and agents) shall not have any liability thereunder or hereunder except as expressly set forth herein, including, without limitation, liability which may be incurred as a result of actions or inactions of the Depositor Sponsor or the Servicer of the Financed Eligible Loans, subject to the terms of applicable laws, rules and regulations; (b) it will comply with the Higher Education Act and the regulations promulgated thereunder and will, upon written notice from the DepositorSponsor, the Secretary of EducationSecretary, or the Guarantee Agency, use its reasonable efforts to and upon receipt of a Sponsor Order directing the Eligible Lender Trustee, shall cause this Eligible Lender Trust Agreement to be amended if the Higher Education Act or regulations promulgated thereunder are hereafter amended so as to be contrary to the terms of this Eligible Lender Trust Agreement;; and (c) it will, from and after it shall have either entered into, or succeeded to the rights and interests of any Eligible Lender under any Guarantee Agreement covering Financed Eligible Loans, maintain the same and diligently enforce its rights thereunder, and not consent to or permit any rescission of or consent to any amendment thereto or otherwise take any action under or in connection therewith which in any manner would adversely affect the rights of the Depositor; and (d) notwithstanding any other provision of this Eligible Lender Trust Agreement or other documents pertaining to the Notes or the Financed Eligible Loans, nothing herein or therein shall be construed to limit the responsibility of the Eligible Lender Trustee to the Secretary of Education or a Guarantee Agency as required under, or to comply with its obligations under, the Higher Education Act and the regulations promulgated thereunderSponsor.