Common use of Additional Covenants With Respect to the Higher Education Act Clause in Contracts

Additional Covenants With Respect to the Higher Education Act. The Issuer covenants that it will cause each of the Indenture Trustee and the Eligible Lender Trustee to be, or replace the Indenture Trustee and the Eligible Lender Trustee with, an Eligible Lender under the Higher Education Act, that it will acquire or cause to be acquired Eligible Loans originated and held only by an Eligible Lender and that it will not dispose of or deliver any Financed Eligible Loans or any security interest in any such Financed Eligible Loans to any party who is not an Eligible Lender so long as the Higher Education Act or Regulations adopted thereunder require an Eligible Lender to be the owner or holder of such Eligible Loans; provided, however, that nothing above shall prevent the Issuer from delivering the Eligible Loans to a Servicer or a Guaranty Agency. The Registered Owners of the Series 2004-2 Notes shall not in any circumstances be deemed to be the owner or holder of the Eligible Loans. The Issuer, or its designated agent, shall be responsible for each of the following actions with respect to the Higher Education Act: (a) the Issuer, through its Authorized Representative, shall be responsible for dealing with the Secretary with respect to the rights, benefits and obligations under the Certificates of Insurance and the Contract of Insurance, and the Issuer shall be responsible for dealing with the Guarantee Agencies with respect to the rights, benefits and obligations under the Guarantee Agreements with respect to the Financed Eligible Loans; (b) the Issuer, through its Authorized Representative, shall cause to be diligently enforced, and shall cause to be taken all reasonable steps, actions and proceedings necessary or appropriate for the enforcement of all terms, covenants and conditions of all Financed Eligible Loans and agreements in connection therewith, including the prompt payment of all principal and interest payments and all other amounts due thereunder; (c) the Issuer, through its Authorized Representative, shall cause the Financed Eligible Loans to be serviced by entering into one or more Servicing Agreements or other agreement with a Servicer for the collection of payments made for, and the administration of the accounts of, the Financed Eligible Loans; (d) the Issuer, through its Authorized Representative, shall comply, and shall cause all of its officers, directors, employees and agents to comply, with the provisions of the Higher Education Act and any regulations or rulings thereunder, with respect to the Financed Eligible Loans; (e) the Issuer, through its Authorized Representative, shall cause the benefits of the Guarantee Agreements, the Interest Subsidy Payments and the Special Allowance Payments to flow to the Indenture Trustee. The Indenture Trustee shall have no liability for actions taken at the direction of the Issuer, except for negligence or willful misconduct in the performance of its express duties hereunder. The Indenture Trustee shall have no obligation to administer, service or collect the loans in the Trust Estate or to maintain or monitor the administration, servicing or collection of such loans; and (f) the Issuer, through its Authorized Representative, shall cause each Financed Eligible Loan evidenced by a Master Promissory Note in the form mandated by Section 432(m)(1) of the Higher Education Act to be acquired pursuant to a Student Loan Purchase Agreement containing language similar to the following: "The [Seller] hereby represents and warrants that the [Seller] is transferring all of its right title and interest in the MPN Loan to the Indenture Trustee, that it has not assigned any interest in such MPN Loan (other than security interests that have been released or ownership interests that the [Seller] has reacquired) to any person other than the Indenture Trustee, and that no prior holder of the MPN Loan has assigned any interest in such MPN Loan (other than security interests that have been released or ownership interests that such prior holder has reacquired) to any person other than a predecessor in title to the [Seller]. The [Seller] hereby covenants that the [Seller] shall not attempt to transfer to any other person any interest in any MPN Loan assigned hereunder. The [Seller] hereby authorizes the Indenture Trustee to file a UCC-1 financing statement identifying the [Seller] as debtor and the Indenture Trustee as secured party and describing the Loans sold pursuant to this Agreement. The preparation or filing of such UCC-1 financing statement is solely for additional protection of the Indenture Trustee's interest in the MPN Loans and shall not be deemed to contradict the express intent of the [Seller] and the Indenture Trustee that the transfer of MPN Loans under this Agreement is an absolute assignment of such MPN Loans and is not a transfer of such MPN Loans as security for a debt."]