Common use of UCC MATTERS; PROTECTION AND PERFECTION OF PLEDGED COLLATERAL; DELIVERY OF DOCUMENTS Clause in Contracts

UCC MATTERS; PROTECTION AND PERFECTION OF PLEDGED COLLATERAL; DELIVERY OF DOCUMENTS. The Issuer will keep its principal place of business and chief executive office, and the office where it keeps the Records, at the address of the Issuer referred to in Article V(j) or, upon 30 days' prior written notice to the Trustee and the Agents, at such other locations within the United States where all actions reasonably requested by any Agent to protect and perfect the interest of the Issuer and the Secured Creditors in the Pledged Collateral have been taken and completed. The Issuer will not make any change to its name or use any tradenames, fictitious names, assumed names, "doing business as" names or other names, unless prior to the effective date of any such name change or use, the Issuer delivers to each Agent such executed financing statements as any Agent may request to reflect such name change or use, together with such other documents and instruments as any Agent may request in connection therewith. The Issuer agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that any Agent may reasonably request in order to perfect, protect or more fully evidence the Trustee's interest in the Pledged Collateral for the benefit of the Secured Creditors, or to enable the Trustee or the Required Note Purchasers to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Issuer will: (a) execute and file such financing or continuation statements or, upon the request of any Agent, amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as any such Agent may request, and (b) mark its master data processing records evidencing such Pledged Collxxxxal with a legend acceptable to each Agent, evidencing that the Trustee, for the benefit of the Secured Creditors, has acquired an interest therein as provided in this Agreement. The Issuer hereby authorizes the Trustee, or any Secured Creditor on behalf of the Issuer, to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pledged Collateral now existing or hereafter arising without the signature of the Issuer where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Pledged Collateral, or any part thereof shall be sufficient as a financing statement. If the Issuer or the Trustee fails to perform any of its agreements or obligations under this Section 6.10, any Secured Creditor may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Creditor incurred in connection therewith shall be payable by the Issuer upon the such Secured Creditor's demand therefor. For purposes of enabling any such Secured Creditor and the Trustee to exercise their respective rights described in the preceding sentence and elsewhere in this Agreement, the Issuer hereby authorizes, and irrevocably grants a power of attorney to, the Secured Creditors, the Trustee and their respective successors and assigns to take any and all steps in the Issuer's name and on behalf of the Issuer necessary or desirable, in the determination of the Secured Creditors or the Trustee, as the case may be, to collect all amounts due under any and all Financed Loans and other Pledged Collateral, including, without limitation, endorsing the Issuer's name on checks and other instruments representing Collections and enforcing such Financed Loans and other Pledged Collateral.

UCC MATTERS; PROTECTION AND PERFECTION OF PLEDGED COLLATERAL; DELIVERY OF DOCUMENTS. The Issuer will keep its principal place of business and chief executive office, and the office where it keeps the Records, at the address of the Issuer referred to in Article V(j) or, upon 30 days' prior written notice to the Trustee and the Agents, at such other locations within the United States where all actions reasonably requested by any Agent to protect and perfect the interest of the Issuer and the Secured Creditors in the Pledged Collateral have been taken and completed. The Issuer will not make any change to its name or use any tradenames, fictitious names, assumed names, "doing business as" names or other names, unless prior to the effective date of any such name change or use, the Issuer delivers to each Agent such executed financing statements as any Agent may request to reflect such name change or use, together with such other documents and instruments as any Agent may request in connection therewith. The Issuer agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that any Agent may reasonably request in order to perfect, protect or more fully evidence the Trustee's interest in the Pledged Collateral for the benefit of the Secured Creditors, or to enable the Trustee or the Required Note Purchasers to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Issuer will: (a) execute and file such financing or continuation statements or, upon the request of any Agent, amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as any such Agent may request, and (b) mark its master data processing records evidencing such Pledged Collxxxxal Colxxxxral with a legend acceptable to each Agent, evidencing that the Trustee, for the benefit of the Secured Creditors, has acquired an interest therein as provided in this Agreement. The Issuer hereby authorizes the Trustee, or any Secured Creditor on behalf of the Issuer, to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pledged Collateral now existing or hereafter arising without the signature of the Issuer where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Pledged Collateral, or any part thereof shall be sufficient as a financing statement. If the Issuer or the Trustee fails to perform any of its agreements or obligations under this Section 6.10, any Secured Creditor may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Creditor incurred in connection therewith shall be payable by the Issuer upon the such Secured Creditor's demand therefor. For purposes of enabling any such Secured Creditor and the Trustee to exercise their respective rights described in the preceding sentence and elsewhere in this Agreement, the Issuer hereby authorizes, and irrevocably grants a power of attorney to, the Secured Creditors, the Trustee and their respective successors and assigns to take any and all steps in the Issuer's name and on behalf of the Issuer necessary or desirable, in the determination of the Secured Creditors or the Trustee, as the case may be, to collect all amounts due under any and all Financed Loans and other Pledged Collateral, including, without limitation, endorsing the Issuer's name on checks and other instruments representing Collections and enforcing such Financed Loans and other Pledged Collateral.

UCC MATTERS; PROTECTION AND PERFECTION OF PLEDGED COLLATERAL; DELIVERY OF DOCUMENTS. The Issuer Borrower will keep its principal place of business and chief executive office, and the office where it keeps the Records, at the address of the Issuer Borrower referred to in Article V(jIV (j) or, upon 30 days' prior written notice to the Trustee and the AgentsLenders, at such other locations within the United States where all actions reasonably requested by the Agent or any Agent Required Lender to protect and perfect the interest of the Issuer Borrower and the Secured Creditors in the Pledged Collateral have been taken and completed. The Issuer Borrower will not make any change to its name or use any tradenames, fictitious names, assumed names, "doing business as" names or other names, unless prior to the effective date of any such name change or use, the Issuer Borrower delivers to each the Agent and the Required Lenders such executed financing statements as any Agent Required Lender may request to reflect such name change or use, together with such other documents and instruments as the Agent or any Agent such Required Lender may request in connection therewith. The Issuer Borrower agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Agent or any Agent Required Lender may reasonably request in order to perfect, protect or more fully evidence the Trustee's interest in the Pledged Collateral for the benefit of the Secured Creditors, or to enable the Trustee or the Required Note Purchasers Lenders to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Issuer willBorrower will upon the request of any Required Lender: (a) execute and file such financing or continuation statements orstatements, upon the request of any Agent, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as any such Agent Required Lender may request, and (b) mark its master data processing records evidencing such Pledged Collxxxxal Collaxxxxl with a legend acceptable to each Agentthe Required Lenders, evidencing that the Trustee, for the benefit of the Secured Creditors, has acquired an interest therein as provided in this Agreement. The Issuer Borrower hereby authorizes the Trustee, or any Secured Creditor on behalf of the IssuerBorrower, to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pledged Collateral now existing or hereafter arising without the signature of the Issuer Borrower where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Pledged Collateral, or any part thereof shall be sufficient as a financing statement. If the Issuer or the Trustee Borrower fails to perform any of its agreements or obligations under this Section 6.105.10, any Secured Creditor may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Creditor incurred in connection therewith shall be payable by the Issuer Borrower upon the such Secured Creditor's demand therefor. For purposes of enabling any such Secured Creditor and the Trustee to exercise their respective rights described in the preceding sentence and elsewhere in this Agreement, the Issuer Borrower hereby authorizes, and irrevocably grants a power of attorney to, the Secured Creditors, the Trustee and their respective successors and assigns to take any and all steps in the IssuerBorrower's name and on behalf of the Issuer Borrower necessary or desirable, in the determination of the Secured Creditors or the Trustee, as the case may be, to collect all amounts due under any and all Financed Loans and other Pledged Collateral, including, without limitation, endorsing the IssuerBorrower's name on checks and other instruments representing Collections and enforcing such Financed Loans and other Pledged Collateral.

UCC MATTERS; PROTECTION AND PERFECTION OF PLEDGED COLLATERAL; DELIVERY OF DOCUMENTS. The Issuer Borrower will keep its principal place of business and chief executive office, and the office where it keeps the Records, at the address of the Issuer Borrower referred to in Article V(jSection 4.01(j) hereof or, upon 30 days' prior written notice to the Trustee and the AgentsFacility Agent, at such other locations within the United States where all actions reasonably requested by any the Facility Agent to protect and perfect the interest of the Issuer Borrower and the Secured Creditors in the Pledged Collateral have been taken and completed. The Issuer Borrower will not make any change to its name or use any tradenames, fictitious names, assumed names, "doing business as" names or other names, unless prior to the effective date of any such name change or use, the Issuer Borrower delivers to each the Facility Agent such executed financing statements as any the Facility Agent may request to reflect such name change or use, together with such other documents and instruments as any the Facility Agent may request in connection therewith. The Issuer Borrower agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that any the Facility Agent may reasonably request in order to perfect, protect or more fully evidence the Trustee's interest in the Pledged Collateral for the benefit of the Secured Creditors, or to enable the Trustee or the Required Note Purchasers Secured Creditors to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Issuer willBorrower will upon the request of the Facility Agent: (a) execute and file such financing or continuation statements orstatements, upon the request of any Agent, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as any such the Facility Agent may request, and (b) mark its master data processing records evidencing such Pledged Collxxxxal with a legend acceptable to each the Facility Agent, evidencing that the Trustee, for the benefit of the Secured Creditors, has acquired an interest therein as provided in this Agreement. The Issuer Borrower hereby authorizes the Facility Agent, the Trustee, or any Secured Creditor on behalf of the IssuerBorrower, to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pledged Collateral now existing or hereafter arising without the signature of the Issuer Borrower where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Pledged Collateral, or any part thereof shall be sufficient as a financing statement. If the Issuer or the Trustee Borrower fails to perform any of its agreements or obligations under this Section 6.10Section, the Facility Agent or any Secured Creditor may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Facility Agent or such Secured Creditor incurred in connection therewith shall be payable by the Issuer Borrower upon the Facility Agent's or such Secured Creditor's demand therefor. For purposes of enabling the Facility Agent, any such Secured Creditor and the Trustee to exercise their respective rights described in the preceding sentence and elsewhere in this Agreement, the Issuer Borrower hereby authorizes, and irrevocably grants a power of attorney to, the Facility Agent, the Secured Creditors, the Trustee and their respective successors and assigns to take any and all steps in the IssuerBorrower's name and on behalf of the Issuer Borrower necessary or desirable, in the determination of the Facility Agent, the Secured Creditors or the Trustee, as the case may be, to collect all amounts due under any and all Financed Loans and other Pledged Collateral, including, without limitation, endorsing the IssuerBorrower's name on checks and other instruments representing Collections and enforcing such Financed Loans and other Pledged Collateral.

UCC MATTERS; PROTECTION AND PERFECTION OF PLEDGED COLLATERAL; DELIVERY OF DOCUMENTS. The Unless the Funding Note Issuer has complied with Section 7 of this Appendix D, the Funding Note Issuer will keep its principal place of business and chief executive office, and the office where it keeps the Recordsany Records in its possession, at the address of the Funding Note Issuer referred to in Article V(j) or, upon 30 days' prior written notice to the Trustee and the Agents, at such other locations within the United States where all actions reasonably requested by any Agent to protect and perfect the interest of the Issuer and the Secured Creditors in the Pledged Collateral have been taken and completedSection 12.02. The Funding Note Issuer will not make any change to its name or use any tradenames, fictitious names, assumed names, "doing business as" names or other names, unless prior to the effective date of any such name change or use, the Funding Note Issuer delivers to each Agent the Conduit Administrator and the Manager such executed financing statements necessary, or as any Agent the Conduit Administrator or the Manager may request request, to reflect such name change or usechange, together with such other documents and instruments as any Agent the Conduit Administrator may request in connection therewith. The Funding Note Issuer will not change its jurisdiction of formation or form of organization. The Funding Note Issuer agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documentswritings, and take all further action necessary, or that any Agent the Conduit Administrator may reasonably request request, in order to perfect, protect or more fully evidence maintain the Conduit Lender’s and the Conduit Lender Eligible Lender Trustee's ’s first priority perfected security interest in the Pledged Collateral for the benefit of the Secured CreditorsCollateral, or to enable the Trustee Conduit Lender or the Required Note Purchasers Conduit Administrator to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Issuer will: (a) execute and file such financing hereunder or continuation statements or, upon the request of any Agent, amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as any such Agent may request, and (b) mark its master data processing records evidencing such Pledged Collxxxxal with a legend acceptable to each Agent, evidencing that the Trustee, for the benefit of the Secured Creditors, has acquired an interest therein as provided in this Agreement. The Issuer hereby authorizes the Trustee, or any Secured Creditor on behalf of the Issuer, to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pledged Collateral now existing or hereafter arising without the signature of the Issuer where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering under the Pledged Collateral; provided, however, that prior to the occurrence and continuation of an Event of Default or any part thereof the occurrence of a Department Put Event, the foregoing sentence shall not be sufficient as a financing statement. If deemed to require the Funding Note Issuer or the Trustee fails Servicer to perform relocate or deliver any of its agreements Promissory Note or obligations under this Section 6.10, any Secured Creditor may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Creditor incurred in connection therewith shall be payable Loan Documents held by the Issuer upon the such Secured Creditor's demand therefora Subcustodian. For purposes of enabling any such Secured Creditor and the Trustee Conduit Administrator or the Conduit Lender to exercise their respective rights described in the preceding sentence and elsewhere in this Agreement, following the occurrence and during the continuation of an Event of Default or following a Department Put Event, the Funding Note Issuer and the Eligible Lender Trustee hereby authorizesauthorize, and irrevocably grants grant a power Power of attorney to, Attorney to the Secured Creditors, Conduit Administrator and the Trustee Conduit Lender and their respective successors and assigns to take any and all steps in the Funding Note Issuer's ’s and the Eligible Lender Trustee’s name and on behalf of the Funding Note Issuer and/or the Eligible Lender Trustee necessary or desirable, in the determination of the Secured Creditors Conduit Administrator or the Trustee, as the case may beConduit Lender, to collect all amounts due under any and all Financed Student Loans and other Pledged Collateral, including, without limitation, (i) endorsing the promissory notes to the Conduit Lender or its designee, such that the Conduit Lender or such designee becomes the holder of the promissory notes and has the rights and powers of a holder under applicable law, (ii) endorsing the Funding Note Issuer's ’s and/or the Eligible Lender Trustee’s name on checks and other instruments representing Collections and (iii) enforcing such Financed Student Loans and other Pledged Collateral. In the event that the Funding Note Issuer’s Obligations hereunder have not been repaid in full on or before such date, on a date that is not less than 53 months nor more than 54 months from the date of this Agreement, the SPV Administrator on behalf of the Funding Note Issuer shall deliver to the Conduit Lender, with copies to the Conduit Administrator and the Manager, (i) all financing statements, amendments, continuations or any other filings necessary or advisable to continue, maintain and perfect the security interest of the Funding Note Issuer in the Student Loans and the security interest of the Conduit Lender in the Pledged Collateral, each as a perfected security interest and (ii) an Opinion of Counsel confirming that except for the filings to be made in the jurisdictions and within the times specified in such Opinion of Counsel, no other filing is necessary under the UCC to perfect the security interest of the Funding Note Issuer or of the Conduit Lender as provided for in the Transaction Documents.