Common use of AFSA Representations and Warranties Clause in Contracts

AFSA Representations and Warranties. AFSA hereby represents and warrants to LENDER the following: (i) AFSA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and in good standing under the laws of each jurisdiction where the performance of, and consummation of the transactions contemplated by, this Agreement requires it to be so qualified or licensed. AFSA is eligible as a third party servicer to service LENDER’s loans under the Higher Education Act and applicable Guarantor Rules and Regulations. (ii) AFSA has full power and authority under its organizational documents to execute and deliver this Agreement and to perform its obligations under, and consummate the transactions contemplated by this Agreement. (iii) This Agreement has been duly authorized, executed and delivered by AFSA and constitutes a valid, legal and binding agreement of AFSA, enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy or insolvency laws and by general principles of equity. Neither the execution, delivery or performance by AFSA of this Agreement will conflict with or result in a breach or violation of or default under any of (i) organizational documents of AFSA, (ii) any laws applicable to AFSA in effect as of the date hereof affecting the Accounts, (iii) any judgment, order, injunction, award or decree of any court, agency or authority, or (iv) any contract, instrument, or agreement to which it is a party or may be subject. (iv) AFSA owns or has the right to use the Service including any databases, output formats, computer systems, software, know-how, technologies, and processes used by it to perform its obligations hereunder, and such property does not and will not infringe upon or violate any patent, copyright, or other proprietary rights of any third party. (v) There is no legal action, claim, proceeding, investigation, or controversy pending or to the best of AFSA’s knowledge threatened against it, which would materially and adversely affect its ability to perform its obligations under this Agreement.

AFSA Representations and Warranties. AFSA hereby represents and warrants to LENDER the following: (i) AFSA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and in good standing under the laws of each jurisdiction where the performance of, and consummation of the transactions contemplated by, this Agreement requires it to be so qualified or licensed. AFSA is eligible as a third party servicer to service LENDERXXXXXX’s loans under the Higher Education Act and applicable Guarantor Rules and Regulations. (ii) AFSA has full power and authority under its organizational documents to execute and deliver this Agreement and to perform its obligations under, and consummate the transactions contemplated by this Agreement. (iii) This Agreement has been duly authorized, executed and delivered by AFSA and constitutes a valid, legal and binding agreement of AFSA, enforceable against it in accordance with its terms, except to the extent that enforcement may be maybe limited by applicable bankruptcy or insolvency laws and by general principles of equity. Neither the execution, delivery or performance by AFSA of this Agreement will conflict with or result in a breach or violation of or default under any of (i) organizational documents of AFSA, (ii) any laws applicable to AFSA in effect as of the date hereof affecting the Accounts, (iii) any judgment, order, injunction, award or decree of any court, agency or authority, or (iv) any contract, instrument, or agreement to which it is a party or may be subject. (iv) AFSA owns or has the right to use the Service Services including any databases, output formats, computer systems, software, know-how, technologies, and processes used by it to perform its obligations hereunder, and such property does not and will not infringe upon or violate any patent, copyright, or other proprietary rights of any third party. (v) There is no legal action, claim, proceeding, investigation, or controversy pending or to the best of AFSA’s knowledge threatened against it, it which would materially and adversely affect its ability to perform its obligations under this Agreement. Executed as of the day and year first above written. AFSA DATA CORPORATION By /s/ Xxxxxx X. Xxxxxx Title Xxxxxx X. Xxxxxx, President By /s/ Xxxxxx Xxxxxx Title Xxxxxx Xxxxxx, Senior Vice President COLLEGE LOAN CORPORATION TRUST I By its Attorney-in-Fact, College Loan Corporation By /s/ Xxxx Xxxx Title Xxxx Xxxx, President GSL Origination Service consists of the following activities, applicant notices, and reports.

AFSA Representations and Warranties. AFSA hereby represents and warrants to LENDER the following: (i) AFSA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and in good standing under the laws of each jurisdiction where the performance of, and consummation of the transactions contemplated by, this Agreement requires it to be so qualified or licensed. AFSA is eligible as a third party servicer to service LENDER’s loans under the Higher Education Act and applicable Guarantor Rules and Regulations. (ii) AFSA has full power and authority under its organizational documents to execute and deliver this Agreement and to perform its obligations under, and consummate the transactions contemplated by this Agreement. (iii) This Agreement has been duly authorized, executed and delivered by AFSA and constitutes a valid, legal and binding agreement of AFSA, enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy or insolvency laws and by general principles of equity. Neither the execution, delivery or performance by AFSA of this Agreement will conflict with or result in a breach or violation of or default under any of (i) organizational documents of AFSA, (ii) any laws applicable to AFSA in effect as of the date hereof affecting the Accounts, (iii) any judgment, order, injunction, award or decree of any court, agency or authority, or (iv) any contract, instrument, or agreement to which it is a party or may be subject. (iv) AFSA owns or has the right to use the Service including any databases, output formats, computer systems, software, know-how, technologies, and processes used by it to perform its obligations hereunder, and such property does not and will not infringe upon or violate any patent, copyright, or other proprietary rights of any third party. (v) There is no legal action, claim, proceeding, investigation, or controversy pending or to the best of AFSA’s knowledge threatened against it, which would materially and adversely affect its ability to perform its obligations under this Agreement. Executed as of the day and year first above written. By /s/ Sxxxxx X. Xxxxxx Title Sxxxxx X. Xxxxxx, President By /s/ Mxxxxx Xxxxxx Title Mxxxxx Xxxxxx, Senior Vice President By /s/ Rxxx X. Xxxx Rxxx X. Xxxx, President GSL Origination Service consists of the following activities, applicant notices, and reports.

AFSA Representations and Warranties. AFSA hereby represents and warrants to LENDER the following: (i) AFSA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and in good standing under the laws of each jurisdiction where the performance of, and consummation of the transactions contemplated by, this Agreement requires it to be so qualified or licensed. AFSA is eligible as a third party servicer to service LENDER’s loans under the Higher Education Act and applicable Guarantor Rules and Regulations. (ii) AFSA has full power and authority under its organizational documents to execute and deliver this Agreement and to perform its obligations under, and consummate the transactions contemplated by this Agreement. (iii) This Agreement has been duly authorized, executed and delivered by AFSA and constitutes a valid, legal and binding agreement of AFSA, enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy or insolvency laws and by general principles of equity. Neither the execution, delivery or performance by AFSA of this Agreement will conflict with or result in a breach or violation of or default under any of (i) organizational documents of AFSA, (ii) any laws applicable to AFSA in effect as of the date hereof affecting the Accounts, (iii) any judgment, order, injunction, award or decree of any court, agency or authority, or (iv) any contract, instrument, or agreement to which it is a party or may be subject. (iv) AFSA owns or has the right to use the Service Services including any databases, output formats, computer systems, software, know-how, technologies, and processes used by it to perform its obligations hereunder, and such property does not and will not infringe upon or violate any patent, copyright, or other proprietary rights of any third party. (v) There is no legal action, claim, proceeding, investigation, or controversy pending or to the best of AFSA’s knowledge threatened against it, it which would materially and adversely affect its ability to perform its obligations under this Agreement. Executed as of the day and year first above written. AFSA DATA CORPORATION By: /s/ Xxxxxx X. Xxxxxx Title: Xxxxxx X. Xxxxxx, President By: /s/ Xxxxxxx Xxxxxxx Title: Xxxxxxx Xxxxxxx, Vice President BANK ONE, NATIONAL ASSOCIATION, solely in its capacity as trustee for College Loan Corporation By: /s/ Xxxx Xxxx Title: Attorney-in-Fact, Xxxx Xxxx GSL Origination Service consists of the following activities, applicant notices, and reports.