Covenants and Agreements of the Issuer. The Issuer covenants and agrees that:
3.1 The Issuer will give the Dealer prompt notice (but in any event prior to any subsequent issuance of Notes hereunder) of any amendment to, modification of, or waiver with respect to, the Notes or the Issuing and Paying Agency Agreement, including a complete copy of any such amendment, modification or waiver.
3.2 The Issuer shall, whenever there shall occur any change in the Issuer’s condition (financial or otherwise), operations or business prospects or any development or occurrence in relation to the Issuer that would be material to holders of the Notes or potential holder of the Notes (including any downgrading or receipt of any notice of intended or potential downgrading or any review for potential change in the rating accorded any of the Issuer’s securities by any nationally recognized statistical rating organization which has published a rating of the Notes), promptly, and in any event prior to any subsequent issuance of Notes hereunder, notify the Dealer (by telephone, confirmed in writing) of such change, development, or occurrence.
3.3 The Issuer shall from time to time furnish to the Dealer such information as the Dealer may reasonably request, including, without limitation, any press releases or material provided by the Issuer to any national securities exchange or rating agency, regarding (i) the Issuer’s operations and financial condition, (ii) the due authorization and execution of the Notes, and (iii) the Issuer’s ability to pay the Notes as they mature.
3.4 The Issuer will take all such action as the Dealer may reasonably request to ensure that each offer and each sale of the Notes will comply with any applicable state Blue Sky laws; provided, that the Issuer shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
3.5 The Issuer will not be in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agency Agreement, at any time that any of the Notes are outstanding.
3.6 The Issuer shall not issue Notes hereunder until the Dealer shall have received (a) an opinion of counsel to the Issuer, addressed to the Dealer, reasonably satisfactory in form and substance to the Dealer, (b) a copy of the executed Issuing and Paying Agency Agreement as the...
Covenants and Agreements of the Issuer. Administrator, Eligible Lender Trustee and Servicer. The Issuer, the Administrator, the Servicer and the Eligible Lender Trustee each agree that:
A. Any payment and any communications received at any time by the Issuer, Administrator and the Eligible Lender Trustee with respect to a Trust Student Loan shall be immediately transmitted to the Servicer. Such communications shall include, but not be limited to, requests or notices of loan cancellation, notices of borrower disqualification, letters, changes in address or status, notices of death or disability, notices of bankruptcy and forms requesting deferment of repayment or forbearance.
B. The Servicer may change any part or all of its equipment, data processing programs and any procedures and forms in connection with the services performed hereunder so long as Servicer continues to service the Trust Student Loans in conformance with the requirements herein. The Servicer shall not make any material change in its servicing system and operations with respect to the Trust Student Loans without the prior written consent of the Administrator which consent will not be unreasonably withheld. Each written request for consent by the Servicer shall be acted upon promptly by the Administrator. Anything in this paragraph B. to the contrary notwithstanding, the Servicer will not be required to request the consent of the Administrator with respect to any changes in the Servicer's servicing system and operations which the Servicer reasonably determines are required due to changes in the Higher Education Act or Guarantor program requirements.
C. The Eligible Lender Trustee will furnish Servicer with a copy of any and all Guarantee Agreements relating to the Trust Student Loans serviced hereunder.
D. The Servicer may and, at the direction of the Administrator, shall include marketing or informational material generally provided to borrowers of loans owned by the Student Loan Marketing Association with communications sent to a borrower.
E. The Servicer may, in its discretion, if requested by a borrower of a Trust Student Loan, arrange for the sale of such Trust Student Loan to another lender which holds another student loan of such borrower at a price not less than the Purchase Amount.
F. The Servicer shall arrange for the sale of a Trust Student Loan to the Student Loan Marketing Association upon receipt of notice from the Student Loan Marketing Association that it has received an executed consolidation loan application fro...
Covenants and Agreements of the Issuer. In addition to any other covenants and agreements of the Issuer contained in this Indenture or the Bond Ordinance, the Issuer further covenants and agrees with the Holders and the Trustee as follows:
Covenants and Agreements of the Issuer. The Issuer covenants and agrees with the Underwriter that it will:
(a) Furnish or cause to be furnished to the Underwriter (i) on the date of the execution of this Purchase Agreement, two copies of the Final Official Statement and, on the date of any amendment or supplement thereto, two copies of such amendment or supplement, prepared in a manner consistent with (b) below, in each case signed by or on behalf of the Issuer by its Chairman and (ii) on or prior to the Closing Date, two specimens of the form of Refunding Bond, two certified copies of the Resolution and two executed copies of the Indenture and of the Installment Agreement (which documents shall be in the forms previously delivered to the Underwriter, subject to such changes as the Underwriter shall approve); the Issuer agrees that the Company may at its expense furnish to the Underwriter, without charge, as many copies of the Official Statement and any amendment or supplement thereto as the Underwriter may reasonably request.
(b) Before amending or supplementing the Official Statement, furnish to the Underwriter two copies and the Company two copies of each proposed amendment or supplement. No amendment or supplement to the Official Statement will contain material information different from that contained in the Final Official Statement which is reasonably unsatisfactory to the Underwriter or the Company.
(c) During such period as the Underwriter believes delivery of the Official Statement is necessary or desirable in connection with sales of the Refunding Bonds by the Underwriter or a dealer, if any event shall occur as a result of which it may be necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances when the Official Statement is delivered to a purchaser, not misleading, immediately notify the Underwriter and the Company of such event and cooperate at the request of the Underwriter in the preparation of amendments or supplements to the Official Statement which in the judgment of the Underwriter are necessary so that the statements in the Official Statement as so amended or supplemented will not, in light of the circumstances when the Official Statement is delivered to a purchaser, be misleading.
(d) Cooperate in qualifying the Refunding Bonds for offer and sale and in determining their eligibility for investment under the laws of such jurisdictions as the Underwriter may reasonably request, provided that the Issuer s...
Covenants and Agreements of the Issuer. The Issuer covenants and agrees that:
(a) The Issuer will give the Dealer notice forthwith of the occurrence of any breach by the Issuer of any of its covenants contained in the Note Ordinance.
(b) The Issuer will not permit to become effective any amendment to or modification of the Note Ordinance or the Documents which could reasonably be expected to adversely affect the interest of the holder of any Notes then outstanding. The Issuer will give the Dealer notice of any proposed amendment to or modification of the Note Ordinance or the Documents prior to the effective date thereof.
(c) The Issuer will not sell Notes in the event that the opinions from Bond Counsel delivered in connection with the initial issuance of the Notes have been withdrawn, adversely modified or retracted.
Covenants and Agreements of the Issuer. (a) Without the prior written consent of CSI, the Issuer shall not permit to become effective any amendment, supplement, waiver or consent to or under the Issuing and Paying Agency Agreement. The Issuer shall give to CSI, at least 60 Business Days prior to the proposed effective date thereof, notice of any proposed amendment, supplement, waiver or consent under the Issuing and Paying Agency Agreement. The Issuer shall provide to CSI, promptly after the same is executed, a copy of any amendment, supplement or written waiver or consent covered by the notice requirements of this Section 4(a). The Issuer further agrees to furnish prior written notice to CSI, as soon as possible and in any event at least 60 days prior to the effective date thereof, of any proposed resignation, termination or replacement of the Issuing and Paying Agent.
(b) The Issuer shall, whenever there shall occur any change in the Issuer's financial condition or any development or occurrence in relation to the Issuer that would be material to the holders of Notes or potential holders of Notes, promptly, and in any event prior to any subsequent issuance of Notes, notify CSI (by telephone, confirmed in writing) of such change, development or occurrence.
(c) The Issuer covenants and agrees with CSI that the Issuer will promptly furnish to CSI a copy of any notice, report or other information, relating to the Notes delivered to or from rating agencies then rating the Notes.
(d) Without limiting any obligation of the Issuer pursuant to this Agreement to provide CSI with credit and financial information, the Issuer hereby acknowledges and agrees that CSI may share and exchange Offering Materials and any other information or matters relating to the Issuer or the transactions contemplated hereby with The Chase Manhattan Corporation and its subsidiaries, including The Chase Manhattan Bank, in the following circumstances: (1) for approving lines of credit or borrowings thereunder, and (2) in connection with commercial paper underwriting or placement.
(e) The proceeds from the sale of Notes will be used by the Issuer for "current transactions" within the meaning of Section 3(a)(3) of the 1933 Act.
(f) The Issuer agrees promptly from time to time to take such action as CSI may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as CSI may request and to comply with such laws so as to permit the continuance of sales and resales therein for as lon...
Covenants and Agreements of the Issuer. The Issuer covenants and agrees that:
Covenants and Agreements of the Issuer. The Issuer covenants and agrees with the Purchaser for the time period specified, and if no period is specified, for so long as any of the Bonds remain Outstanding, as follows:
(a) The proceeds of the Bonds will be used as provided in the Bond Resolution in accordance with the laws of the State.
(b) The proceeds of the Bonds shall not be used in a manner which would jeopardize the exclusion of interest on the Bonds from gross income for federal income tax purposes.
(c) To cooperate with the Purchaser and its counsel in any reasonable endeavor to qualify the Bonds for offering and sale under the securities or “Blue Sky” laws of such jurisdictions of the United States as the Purchaser may reasonably request; provided that nothing contained herein shall require the Issuer to file written consents to suit and file written consents to service of process in any jurisdiction in which such consent may be required by law or regulation so that the Bonds may be offered or sold. The Issuer consents to the use of drafts of the Preliminary Official Statement, the Preliminary Official Statement and drafts of the Official Statement prior to the availability of the Official Statement, by the Purchaser in obtaining such qualification. The Purchaser shall pay all expenses and costs (including legal, registration and filing fees) incurred in connection therewith.
Covenants and Agreements of the Issuer. Administrator, Eligible Lender Trustee and Servicer. The Issuer, the Administrator, the Servicer and the Eligible Lender Trustee each agree that:
A. Any payment and any communications received at any time by the Issuer, Administrator and the Eligible Lender Trustee with respect to a Trust Student Loan shall be immediately transmitted to the Servicer. Such communications shall include, but not be limited to, requests or notices of loan cancellation, notices of borrower disqualification, letters, changes in address or status, notices of death or disability, notices of bankruptcy and forms requesting deferment of repayment or forbearance.
B. The Servicer may change any part or all of its equipment, data processing programs and any procedures and forms in connection with the services performed hereunder so long as Servicer continues to service the Trust Student Loans in conformance with the requirements herein. The Servicer shall not make any material change in its servicing system and operations with respect to the Trust Student Loans without the prior written consent of the Administrator which consent will not be
Covenants and Agreements of the Issuer. The Issuer covenants and agrees that:
(a) The Issuer will give the Dealer notice forthwith of the occurrence of any breach by the Issuer of any of its covenants contained in the Note Ordinance.
(b) The Issuer will not permit to become effective any amendment to or modification of the Note Ordinance or the Documents which could reasonably be expected to adversely affect the interest of the holder of any Notes then outstanding. The Issuer will give the Dealer notice of any proposed amendment to or modification of the Note Ordinance or the Documents prior to the effective date thereof.
(c) The Issuer will not sell Notes in the event that the opinions from Bond Counsel delivered in connection with the initial issuance of the Notes have been withdrawn, adversely modified or retracted.
(d) The Issuer will take all actions within its control necessary to maintain the exclusion of interest on the Notes from the gross income of the holders thereof for Federal income tax purposes.
