Servicer Covenants. The Servicer shall devote such time and attention and shall exercise all such skill, care and diligence as necessary to ensure proper performance and discharge of the Servicer's obligations and undertakings contained in this Agreement;
Servicer Covenants. The Servicer hereby covenants to the Trustee, the Depositor and the Certificate Insurer and the Certificateholders that as of the Closing Date and during the term of this Agreement:
(a) The Servicer shall deliver on the Closing Date an opinion from the general counsel or the corporate counsel of the Servicer as to general corporate matters in form and substance reasonably satisfactory to Underwriter's counsel and counsel to the Certificate Insurer.
(b) The Servicer may in its discretion (i) waive any prepayment charge, assumption fee, late payment charge or other charge in connection with a Mortgage Loan, and (ii) arrange a schedule, running for no more than 180 days after the Due Date for payment of any installment on any Mortgage Note, for the liquidation of delinquent items; provided, that the Servicer shall not agree to the modification or waiver of any provision of a Mortgage Loan at a time when such Mortgage Loan is not in default or such default is not imminent, if such modification or waiver would be treated as a taxable exchange under Code Section 1001, unless such exchange would not be considered a "prohibited transaction" under the REMIC Provisions. It is understood and agreed that the covenants set forth in this Section 3.4 shall survive the delivery of the respective Mortgage Files to the Trustee or to a custodian, as the case may be, and inure to the benefit of the Trustee and the Certificate Insurer. [Remainder of this page intentionally left blank]
Servicer Covenants. 5.3.1. Credit File Information.......................................
Servicer Covenants. The Servicer covenants as follows:
Servicer Covenants. (a) If so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify the Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer and (B) any affiliations or relationships that develop following the closing date of this transaction between the Servicer and any Subservicer and any of the transaction parties (and any other parties identified in writing by the requesting party) with respect to this transaction, and (ii) provide to the Depositor a description of such proceedings, affiliations or relationships.
(b) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Depositor and Master Servicer, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Depositor and Master Servicerof such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor and Master Servicer, all information reasonably requested by the Depositor or Master Servicer in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.
(c) In addition to such information as the Servicer is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Depositor, the Servicer shall provide such information regarding the performance or servicing of the Mortgage Loans as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Servicer under this Agreement, commencing with the first such report due not less than ten Business Days following such request.
Servicer Covenants. (a) On or before July 31, 2003 the Servicer shall, and shall cause each of its Affiliates that acts as a sub-servicer to, install, test and fully implement, to the reasonable satisfaction of the Agent, any and all system modifications, upgrades or additions that may be necessary to permit the Servicer and each sub-servicer to track and report (in a manner acceptable to the Agent) on a Receivable-by-Receivable basis all short payments by Obligors of Receivables.
(b) The Servicer shall maintain, and shall cause each Originator and Servicer Party to maintain, all indebtedness and other obligations owed to Borrower or any Originator that, on the Creation Date, are reported on the "Commercial Management System" (excluding Districts 338, 418, 777, 1251, 1625, 1626, 1639, 1726 and 1793) of any Originator or any Servicer Party, on such "Commercial Management System" (excluding Districts 338, 418, 777, 1251, 1625, 1626, 1639, 1726 and 1793) at all times from and after such Creation Date until such time as such indebtedness or other obligations are no longer subject to the terms of this Agreement.
(c) At any time that any Receivables becomes subject to any dispute by the Obligor thereof, such Receivable shall be removed from the Borrowing Base and the Borrowing Base recalculated immediately upon a Servicer Party becoming aware of such dispute and the Servicer agrees to maintain such internal processes as are commercially reasonable to enable it to provide itself with such awareness.
(d) The Servicer agrees to calculate and report to the Originators, Borrower and the Agent, the Discount Factor (as defined in the Receivables Sale Agreement) as required by the definition thereof in the Receivable Sale Agreement.
Servicer Covenants. The Servicer hereby covenants and agrees that during the term of this Agreement:
(a) The Servicer will satisfy all of its obligations with respect to the Financed Student Loans, maintain in effect all qualifications required in order to service the Financed Student Loans and comply in all material respects with all requirements of law if a failure to comply would have a material adverse effect on the interest of the Issuer or the Indenture Trustee.
(b) Except for delinquent loans with a remaining balance of less than $50, the Servicer will not permit any rescission or cancellation of a Financed Student Loan except as ordered by a court or other government authority or as consented to by the Eligible Lender Trustee and the Indenture Trustee.
(c) The Servicer will do nothing to impair the rights of the Noteholders.
(d) The Servicer will not reschedule, revise, defer or otherwise compromise payments due on any Financed Student Loan except during any applicable interest only, deferral or forebearance periods or otherwise in accordance with all applicable standards and requirements for the servicing of the Financed Student Loans.
Servicer Covenants. (a) The Servicer shall, and shall cause each of its Affiliates that acts as a sub-servicer to, install, test and fully implement, to the reasonable satisfaction of the Agent, any and all system modifications, upgrades or additions that may be necessary to permit the Servicer and each sub-servicer to track and report (in a manner acceptable to the Agent) on a Receivable-by-Receivable basis all short payments by Obligors of Receivables.
(b) The Servicer shall maintain, and shall cause each Originator and Servicer Party to maintain, all indebtedness and other obligations owed to Borrower or any Originator that, on the Creation Date, are reported on the “Commercial Management System” (excluding the Excluded CMS Districts), the “InfoPro System” (excluding the Excluded InfoPro System Divisions and InfoPro System obligations with a class code of RESI), or the “TRUX System” (excluding the Excluded TRUX System Divisions) of any Originator or any Servicer Party, on such “Commercial Management System” (excluding the Excluded CMS Districts), the “InfoPro System” (excluding the Excluded InfoPro System Divisions and InfoPro System obligations with a class code of RESI) or the “TRUX System” (excluding the Excluded Trux System Divisions) at all times from and after such Creation Date until such time as such indebtedness or other obligations are no longer subject to the terms of this Agreement.
(c) At any time that any Receivables becomes subject to any dispute by the Obligor thereof, such Receivable shall be removed from the Borrowing Base and the Borrowing Base recalculated immediately upon a Servicer Party becoming aware of such dispute and the Servicer agrees to maintain such internal processes as are commercially reasonable to enable it to provide itself with such awareness.
(d) The Servicer agrees to calculate and report to the Originators, Borrower and the Agent, the Discount Factor (as defined in the Receivables Sale Agreement) as required by the definition thereof in the Receivable Sale Agreement.
Servicer Covenants. 86 SECTION 6.8 Indemnification....................................... 87 SECTION 6.9 Opinion............................................... 88
Servicer Covenants. (a) The Servicer will observe all corporate procedures required by its articles of incorporation, its by-laws and the laws of its jurisdiction of incorporation. The Servicer will maintain its corporate existence in good standing under the laws of its jurisdiction of organization and will promptly obtain and thereafter maintain qualifications to do business as a foreign corporation in any other state in which it does business and in which it is required to so qualify under applicable law. The Servicer has and will maintain all state licenses it needs to act as Servicer hereunder.
(b) To the extent in its possession, the Servicer will deliver to the Custodian the Receivables Files and all other documentation required to be maintained by the Custodian pursuant to this Agreement. The Servicer shall maintain physical or electronic possession of copies or originals of all instruments, documents, correspondence and memoranda generated by or coming into the possession of the Servicer including, without limitation, ledger sheets, payment records, correspondence and current and historical computer data files, that are required to document or service any Contract. Collectively, all the documents described in this Section 6.23(b) with respect to a Contract are referred to as the “Servicer Documents.” The Servicer hereby agrees that all Servicer Documents shall remain the property of the Borrower.
(c) The Servicer shall hold all Contracts, Receivable Files and other Collateral relating to the Pledged Receivables in its possession in trust for the benefit of the Agent and not for the benefit of itself or any other Person. While in possession of the Contracts, Receivable Files and other Collateral relating to the Pledged Receivables, the Servicer agrees that it does not and will not have or assert any beneficial ownership interest in any Contracts, the Receivable Files, Records or other documents related to the Pledged Receivables, the related Equipment, Related Security or other Collateral.
(d) The Servicer shall, to the extent necessary, maintain separate records on behalf of and for the benefit of the Agent and the Lenders, act in accordance with instructions and directions, delivered in accordance with the terms hereof, from the Borrower and/or the Agent in connection with its servicing of the Pledged Receivables hereunder, and will ensure that, at all times when it is dealing with or in connection with the Pledged Receivables in its capacity as Servicer, it holds it...
