Common use of Further Covenants of the Issuer Clause in Contracts

Further Covenants of the Issuer. (a) The Issuer will cause financing statements and continuation statements with respect thereto at all times to be filed in the office of the Secretary of State of the State and any other jurisdiction necessary to perfect and maintain the security interest granted by the Issuer hereunder, and will provide the Indenture Trustee with copies of all such statements. (b) The Issuer will duly and punctually keep, observe and perform each and every term, covenant, and condition on its part to be kept, observed, and performed, contained in this Indenture and the other agreements to which the Issuer is a party pursuant to the transactions contemplated herein, and will punctually perform all duties required by the Articles of Incorporation and Bylaws of the Issuer and the laws of the State. (c) The Issuer shall be operated on the basis of its Fiscal Year. (d) The Issuer shall cause to be kept full and proper books of records and accounts, in which full, true, and proper entries will be made of all dealings, business, and affairs of the Issuer which relate to the Series 2004-2 Notes and any Derivative Product. (e) The Issuer, upon written request of the Indenture Trustee, will permit at all reasonable times the Indenture Trustee or its agents, accountants, and attorneys, to examine and inspect the property, books of account, records, reports, and other data relating to the Financed Eligible Loans, and will furnish the Indenture Trustee such other information as it may reasonably request. The Indenture Trustee shall be under no duty to make any such examination unless requested in writing to do so by the Registered Owners of not less than a majority of the principal amount of the Series 2004-2 Notes, and unless such Registered Owners shall have offered the Indenture Trustee security and indemnity satisfactory to it against any costs, expenses and liabilities which might be incurred thereby. (f) The Issuer shall cause an annual audit to be made by an independent auditing firm of national reputation and file one copy thereof with the Indenture Trustee and each Rating Agency within 150 days of the close of each Fiscal Year. The Indenture Trustee shall be under no obligation to review or otherwise analyze such audit. (g) The Issuer covenants that all Financed Eligible Loans upon receipt thereof shall be delivered to the Indenture Trustee or its agent or bailee to be held pursuant to this Indenture and pursuant to a Servicing Agreement or a Custodian Agreement. (h) Notwithstanding anything to the contrary contained herein, except upon the occurrence and during the continuance of an Event of Default hereunder, the Issuer hereby expressly reserves and retains the privilege to receive and, subject to the terms and provisions of this Indenture, to keep or dispose of, claim, bring suits upon or otherwise exercise, enforce or realize upon its rights and interest in and to the Financed Eligible Loans and the proceeds and collections therefrom, and neither the Indenture Trustee nor any Registered Owner shall in any manner be or be deemed to be an indispensable party to the exercise of any such privilege, claim or suit and the Indenture Trustee shall be under no obligation whatsoever to exercise any such privilege, claim or suit; provided, however, that the Indenture Trustee shall have and retain possession or control of the Financed Eligible Loans pursuant to Section 5.02 hereof (which Financed Eligible Loans may be held by the Indenture Trustee's agent or bailee pursuant to a Custodian Agreement) so long as such loans are subject to the lien of this Indenture. (i) The Issuer shall notify the Indenture Trustee and each Rating Agency in writing prior to entering into any Derivative Product and shall not enter into any Derivative Product unless the Indenture Trustee has received a Rating Confirmation.

Further Covenants of the Issuer. (a) The Issuer will cause financing statements and continuation statements with respect thereto at all times to be filed in the office offices of the Secretary of State of the State States of Delaware and any other jurisdiction New York, as necessary to perfect and maintain the security interest granted by the Issuer and the Lender Trustee hereunder, and will provide the Indenture Trustee with copies of all such statements. (b) The Issuer will duly and punctually keep, observe and perform each and every term, covenant, covenant and condition on its part to be kept, observed, observed and performed, contained in this Indenture Agreement and the other agreements to which the Issuer is a party pursuant to the transactions contemplated herein, including but not limited to the Basic Documents to which it is a party, and will punctually perform all duties required by the Articles of Incorporation and Bylaws of the Issuer Trust Agreement and the laws of the StateState of Delaware. (c) The Issuer shall be operated operate on the basis of its Fiscal Year. (d) The Issuer shall cause to be kept full and proper books of records and accounts, in which full, true, true and proper entries will be made of all dealings, business, business and affairs of the Issuer which relate to the Series 2004-2 Notes and any Derivative Productthe Loan. (e) The Issuer, upon written request of the Indenture TrusteeSecured Party, a Creditor or the Guarantor, will permit at all reasonable times the Indenture Trustee Secured Party, each Creditor and the Guarantor, or its their agents, accountants, accountants and attorneys, to examine and inspect the property, books of account, records, reports, reports and other data relating to the Financed Eligible Loans, and will furnish the Indenture Trustee Secured Party, each Creditor and the Guarantor such other information as it each may reasonably request; provided, however, that the Issuer is not required to provide, or cause to be provided, to any Creditor information which is specific to any Eligible Institution or the Financed Loans that is not otherwise provided in the Monthly Report. The Indenture Trustee Secured Party shall be under no duty to make any such examination unless requested in writing to do so by the Registered Owners Creditors of not less than a majority at least 66 2⁄3% in aggregate Outstanding Amount of the principal amount of the Series 2004-2 Notes, Priority Class Creditors and unless such Registered Owners Creditors shall have offered the Indenture Trustee Secured Party security and indemnity satisfactory to it against any costs, expenses and liabilities which might be incurred thereby. (f) The Issuer shall cause an annual audit to be made by an independent auditing firm covenants that electronic copies of national reputation and file one copy thereof with the Indenture Trustee and each Rating Agency within 150 days of the close of each Fiscal Year. The Indenture Trustee all electronic Promissory Notes shall be under no obligation held and maintained pursuant to review or otherwise analyze such auditthe Servicing Agreement. (g) The Issuer covenants that all Financed Eligible Loans upon receipt thereof shall be delivered to the Indenture Trustee or its agent or bailee to be held pursuant to this Indenture and pursuant to a Servicing Agreement or a Custodian Agreement. (h) Notwithstanding anything to the contrary contained herein, except upon the occurrence and during the continuance of an Event of Default hereunder, the Issuer hereby expressly reserves and retains the privilege to receive and, subject to the terms and provisions of this IndentureAgreement, to keep or dispose of, claim, bring suits upon or otherwise exercise, enforce or realize upon its rights and interest in and to the Financed Eligible Loans and the proceeds and collections therefrom, and neither the Indenture Trustee Secured Party nor any Registered Owner Creditors shall in any manner be or be deemed to be an indispensable party to the exercise of any such privilege, claim claims or suit and the Indenture Trustee Secured Party shall be under no obligation whatsoever to exercise any such privilege, claim or suit; provided, however, that the Indenture Trustee shall have and retain possession or control of the Financed Eligible Loans pursuant to Section 5.02 hereof (which Financed Eligible Loans may be held by the Indenture Trustee's agent or bailee pursuant to a Custodian Agreement) so long as such loans are subject to the lien of this Indenture. (ih) The Other than indebtedness incurred under the Subordinated Note as a result of Subordinated Note Advances in an amount not to exceed the Maximum Subordinated Note Balance, the Issuer shall notify not incur any indebtedness for borrowed money other than the Indenture Trustee and each Rating Agency in writing prior to entering into any Derivative Product and shall not enter into any Derivative Product unless indebtedness of the Indenture Trustee has received a Rating ConfirmationSenior Credit issued on the Closing Date.

Further Covenants of the Issuer. (a) The Issuer will cause financing statements and continuation statements with respect thereto at all times to be filed in the office of the Secretary of the State of the State Delaware and any other jurisdiction necessary to perfect and maintain the security interest granted by the Issuer hereunder, and will provide the Indenture Trustee with copies of all such statements. (b) The Issuer will duly and punctually keep, observe and perform each and every term, covenant, and condition on its part to be kept, observed, and performed, contained in this Indenture and the other agreements to which the Issuer is a party pursuant to the transactions contemplated herein, and will punctually perform all duties required by the Articles of Incorporation and Bylaws of the Issuer Trust Agreement and the laws of the StateDelaware. (c) The Issuer shall be operated on the basis of its Fiscal Year. (d) The Issuer shall cause to be kept full and proper books of records and accounts, in which full, true, and proper entries will be made of all dealings, business, and affairs of the Issuer which that relate to the Series 2004-2 Notes and any Derivative ProductNotes. (e) The Issuer, upon written request of the Indenture Trustee, will permit at all reasonable times the Indenture Trustee or its agents, accountants, and attorneys, to examine and inspect the property, books of account, records, reports, and other data relating to the Financed Eligible Student Loans, and will furnish the Indenture Trustee such other information as it may reasonably request. The Indenture Trustee shall be under no duty to make any such examination unless requested in writing to do so by the Registered Owners Noteholders of not less than a majority of the principal amount of the Series 2004-2 Notes, and unless such Registered Owners Noteholders shall have offered the Indenture Trustee security and indemnity satisfactory to it against any costs, expenses and liabilities which that might be incurred thereby. (f) The Issuer shall cause the Administrator to cause an annual audit to be made by an independent auditing firm of national reputation and file one copy thereof with the Indenture Trustee and each Rating Agency within 150 one hundred fifty (150) days of the close of each Fiscal Year. The Indenture Trustee shall be under no obligation to review or otherwise analyze such audit. (g) The Issuer covenants that all Financed Eligible Student Loans upon receipt thereof shall be delivered to the Indenture Trustee or its agent or bailee to be held pursuant to this Indenture and pursuant to the Master Servicing Agreement, a Servicing Subservicing Agreement or a Custodian Agreementcustodian agreement. (h) Notwithstanding anything to the contrary contained herein, except upon the occurrence and during the continuance of an Event of Default hereunder, the Issuer hereby expressly reserves and retains the privilege to receive and, subject to the terms and provisions of this Indenture, to keep or dispose of, claim, bring suits upon or otherwise exercise, enforce or realize upon its rights and interest in and to the Financed Eligible Student Loans and the proceeds and collections therefrom, and neither the Indenture Trustee nor any Registered Owner Noteholder shall in any manner be or be deemed to be an indispensable party to the exercise of any such privilege, claim or suit suit, and the Indenture Trustee shall be under no obligation whatsoever to exercise any such privilege, claim or suit; provided, however, that the Indenture Trustee shall have and retain possession or control of the Financed Eligible Student Loans pursuant to Section 5.02 hereof 4.2 (which Financed Eligible Student Loans may be held by the Indenture Trustee's ’s agent or bailee pursuant to a Custodian Agreementbailee) so long as such loans are subject to the lien of this Indenture. (i) The Issuer shall notify the Indenture Trustee and each Rating Agency in writing prior to entering into any Derivative Product and shall not enter into any Derivative Product unless the Indenture Trustee has received a Rating Confirmation.

Further Covenants of the Issuer. (a) The Issuer will cause financing statements and continuation statements with respect thereto at all times to be filed in the office of the Secretary of State of the State and any other jurisdiction necessary to perfect and maintain the security interest granted by the Issuer hereunder, and will provide the Indenture Trustee with copies of all such statements. (b) The Issuer will duly and punctually keep, observe and perform each and every term, covenant, and condition on its part to be kept, observed, and performed, contained in this Indenture and the other agreements to which the Issuer is a party pursuant to the transactions contemplated herein, and will punctually perform all duties required by the Articles of Incorporation and Bylaws of the Issuer and the laws of the State. (c) The Issuer shall be operated on the basis of its Fiscal Year. (d) The Issuer shall cause to be kept full and proper books of records and accounts, in which full, true, and proper entries will be made of all dealings, business, and affairs of the Issuer which relate to the Series 2004-2 Notes and any Derivative ProductSwap Agreement. (e) The Issuer, upon written request of the Indenture Trustee, will permit at all reasonable times the Indenture Trustee or its agents, accountants, and attorneys, to examine and inspect the property, books of account, records, reports, and other data relating to the Financed Eligible Student Loans, and will furnish the Indenture Trustee such other information as it may reasonably request. The Indenture Trustee shall be under no duty to make any such examination unless requested in writing to do so by the Registered Owners of not less than a majority of the 51% in collective aggregate principal amount of the Series 2004-2 NotesNotes at the time Outstanding, and unless such Registered Owners shall have offered the Indenture Trustee security and indemnity satisfactory to it against any costs, expenses and liabilities which might be incurred thereby. (f) The Issuer shall cause an annual audit to be made by an independent auditing firm of national reputation and file one copy thereof with the Indenture Trustee and each Rating Agency within 150 days of the close of each Fiscal Year. The Indenture Trustee shall be under no obligation to review or otherwise analyze such audit. (g) The Issuer covenants that all Financed Eligible Loans upon receipt thereof shall be delivered to the Indenture Trustee or its agent or bailee to be held pursuant to this Indenture and pursuant to a Servicing Agreement or a Custodian Agreement. (h) Notwithstanding anything to the contrary contained herein, except upon the occurrence and during the continuance of an Event of Default hereunder, the Issuer hereby expressly reserves and retains the privilege to receive and, subject to the terms and provisions of this Indenture, to keep or dispose of, claim, bring suits upon or otherwise exercise, enforce or realize upon its rights and interest in and to the Financed Eligible Loans and the proceeds and collections therefrom, and neither the Indenture Trustee nor any Registered Owner shall in any manner be or be deemed to be an indispensable party to the exercise of any such privilege, claim or suit and the Indenture Trustee shall be under no obligation whatsoever to exercise any such privilege, claim or suit; provided, however, that the Indenture Trustee shall have and retain possession or control of the Financed Eligible Loans pursuant to Section 5.02 hereof (which Financed Eligible Loans may be held by the Indenture Trustee's agent or bailee pursuant to a Custodian Agreement) so long as such loans are subject to the lien of this Indenture. (i) The Issuer shall notify the Indenture Trustee and each Rating Agency in writing prior to entering into any Derivative Product and shall not enter into any Derivative Product unless the Indenture Trustee has received a Rating Confirmation.