Common use of Lender’s Representations and Warranties Clause in Contracts

Lender’s Representations and Warranties. Lender hereby represents, warrants and covenants to Participant and Facility Agent as follows: (a) Any information furnished by Lender to the Participant, or the Participant's agents with respect to a FFELP Loan is true, complete and correct. (b) The amount of the unpaid principal balance of each FFELP Loan is due and owing, and no counterclaim, offset, defense or right to rescission exists with respect to any FFELP Loan which can be asserted and maintained or which, with notice, lapse of time or the occurrence or failure to occur of any act or event could be asserted and maintained by the Borrower against the Eligible Lender Trustee or the Participant as assignee thereof. Lender shall have taken all reasonable actions to assure that no maker of a FFELP Loan has or may acquire a defense to the payment thereof. No payment of principal or interest with respect to any FFELP Loan is, as of the date hereof, more than 90 days delinquent and no applicable payment of principal or interest with respect to any FFELP Loan will, at the date of the applicable Participation Certificate, be more than 60 days delinquent. No FFELP Loan carries a rate of interest less than, or in excess of, the applicable rate of interest required by the Higher Education Act. If the Higher Education Act permits Lender to charge an interest rate less than the applicable rate of interest, no FFELP Loan purchased hereunder bears interest at a rate lower than the applicable rate of interest; provided, however, that the Participant may approve, in its sole discretion, in writing, interest reductions which are part of a borrower repayment incentive program of Lender, the terms of which have been fully described in detail and in writing to the Participant. (c) Each FFELP Loan has been duly executed and delivered and constitutes the legal, valid and binding obligations of the maker (and the endorser, if any) thereof, enforceable in accordance with its terms. (d) Each FFELP Loan complies in all respects with the requirements of the Higher Education Act and is an Eligible Loan. (e) Lender or Eligible Lender Trustee has applied for and received the Secretary of Education's or a Guarantee Agency's designation, as the case may be, as an "Eligible Lender" under the Higher Education Act, and Lender has entered into all agreements required to be entered into for participation in the Federal Family Education Loan Program under the Higher Education Act. (f) Lender (and the Eligible Lender Trustee, if applicable) is the sole owner and holder of each FFELP Loan and has full right and authority to sell and assign the same free and clear of all liens, pledges or encumbrances; no FFELP Loan has been pledged or assigned for any purpose; and each FFELP Loan is free of any and all liens, charges, encumbrances and security interests of any description. The Participant has a valid and perfected first priority security interest in the Pledged Collateral (as defined herein). (g) Each FFELP Loan is either Insured or Guaranteed; such Insurance or Guarantee, as the case may be, is in full force and effect, is freely transferable as an incident to the sale of each FFELP Loan; all amounts due and payable to the Secretary of Education or a Guarantee Agency, as the case may be, have been or will be paid in full by Lender, and none of the FFELP Loans has at any time been tendered to either the Secretary of Education or any Guarantee Agency for payment. (h) There are no circumstances or conditions with respect to any FFELP Loan, the Borrower thereunder or the creditworthiness of said Borrower that would reasonably cause prudent private investors to regard any of the FFELP Loans as an unacceptable investment, or adversely affect the value or marketability thereof, the insurance thereof and any applicable Guarantee. (i) Each FFELP Loan was made in compliance with all applicable local, State and federal laws, rules and regulations, including, without limitation, all applicable nondiscrimination, truth-in-lending, consumer credit and usury laws. (j) Lender has, and its officers acting on its behalf have, full legal authority to engage in the transactions contemplated by this Agreement; the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms, conditions and provisions of this Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of Lender or any agreement or instrument to which Lender is a party or by which it is bound or constitute a default thereunder; Lender is not a party to or bound by any agreement or instrument or subject to any charter or other Participant restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of Lender to perform its obligations under this Agreement and this Agreement constitutes a valid and binding obligation of Lender enforceable against it in accordance with its terms, and no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Savings and Loan Insurance Participant, the Federal Deposit Insurance Participant, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions herein contemplated. (k) Lender is duly organized, validly existing and in good standing under the laws of its applicable jurisdiction and has the power and authority to own its assets and carry on its business as now being conducted. (l) Lender and Servicer have each exercised (and shall continue to exercise) due diligence and reasonable care in making, administering, servicing and collecting the FFELP Loans, and Lender has conducted a reasonable investigation of sufficient scope and content to enable it duly to make the representations and warranties contained in this Agreement. Lender shall be solely responsible for the payment of the costs and expenses incident to origination of FFELP Loans, without any right of reimbursement therefor from the Participant. (m) With respect to all Insured Eligible Loans in which a participation interest is being acquired, Insurance is in effect with respect thereto; the applicable Contract and Certificates of Insurance are valid and binding upon the parties thereto in all respects material to the security for any bonds and/or notes issued by the Participant; and Lender is not in default in the performance of any of its covenants and agreements made in respect thereof. (n) With respect to all Guaranteed Eligible Loans in which a participation interest is being acquired, a Guarantee Agreement is in effect with respect thereto and is valid and binding upon the parties thereto in all respects material to the security of the bonds and/or notes issued by the Participant to finance the FFELP Loans; and Lender is not in default in the performance of any of its covenants and agreements made in such Guarantee Agreement. (o) Lender does not (i) discriminate by pattern or practice against any particular class or category of students by requiring, as a condition to the receipt of a student loan, that a student or his family maintain a business relationship with Lender, except as may be permitted under applicable laws; or (ii) discriminate on the basis of race, sex, color, creed or national origin. (p) The FFELP Loans are a representative sample of all student loans held by Lender with respect to the educational institution attended by, or the age, sex, race, national origin or place of residence of, the Borrowers to whom such loans were made, or with respect to any other identifying characteristic of such Borrowers. (q) Each participation interest transferred to the Participant under this Agreement is a participation interest in a FFELP Loan which constitutes an Eligible Loan. (r) The fair salable value of the assets on a going concern basis of Lender and its subsidiaries, on a consolidated basis, as of the time of each sale of participation interests hereunder is in excess of the total amount of their liabilities. (s) Lender has carefully reviewed the Loan Purchase Regulations supplied by the Participant and has complied, and shall continue to comply, with all applicable Loan Purchase Regulations. (t) Each FFELP Loan in which a participation interest is purchased pursuant to this Agreement includes all Eligible Loans of any one Borrower held by Lender. (u) The Lender hereby represents and warrants that the Lender is transferring all of its right tile and interest in the MPN Loans to the Participant, that it has not assigned any interest in such MPN Loans (other than security interests that have been released or ownership interests that the Lender has reacquired) to any person other than the Participant, and that no prior holder of the MPN Loans has assigned any interest in such MPN Loans (other than security interests that have been released or ownership interests that such prior holder has reacquired) to any person other that a predecessor in title to the Lender. The Lender hereby covenants that the Lender shall not attempt to transfer to any other person any interest in any MPN Loan assigned hereunder. (v) No promissory note evidencing an Eligible Loan bears any apparent evidence of forgery or alteration or is otherwise so irregular or incomplete as to call into question its authenticity. (w) Except as may have been disclosed by the UCC Lien Search required by Section 2. 05(c) hereof for the Lender, no other financing statements or assignment filings naming the Lender as debtor or assignor under its legal name or trade names has been filed.

Lender’s Representations and Warranties. The Lender hereby represents, warrants and covenants to the Participant and Facility the Administrative Agent as follows:follows as of the date hereof and as of the date of each purchase hereunder. (a) Any All information furnished by the Lender to the Participant, or the Participant's agents agents, with respect to a FFELP Loan is true, complete and correct. (b) The amount of the unpaid principal balance of each FFELP Loan is due and owing, and no counterclaim, offset, defense or right to rescission exists with respect to any FFELP Loan which can be asserted and maintained or which, with notice, lapse of time or the occurrence or failure to occur of any act or event could be asserted and maintained by the Borrower against the Lender, the Eligible Lender Trustee or the Participant as assignee thereof. The Lender shall have taken all reasonable actions to assure that no maker of Borrower under a FFELP Loan has or may acquire a defense to the payment thereof. No payment of principal or interest with respect to any FFELP Loan is, as of the date hereof, more than 90 days delinquent and no applicable payment of principal or interest with respect to any FFELP Loan will, at the date of the applicable Participation Certificate, be more than 60 90 days delinquent. No FFELP Loan carries a rate of interest less than, or in excess of, the applicable rate of interest required by the Higher Education Act. If Notwithstanding any provisions of the Higher Education Act that permits the Lender to charge an interest rate less than the applicable rate of interest, no FFELP Loan purchased hereunder bears shall bear interest at a rate lower than the applicable rate of interest; provided, however, that the Participant may approve, in its sole discretion, in writing, interest reductions which are part of a borrower repayment incentive program of the Lender, the terms of which have been fully described in detail and in writing to the Participant. (c) Each FFELP Loan has been duly executed and delivered and constitutes the legal, valid and binding obligations of the maker (and the endorser, if any) thereof, enforceable in accordance with its terms. (d) Each FFELP Loan complies in all respects with the requirements of the Higher Education Act and is an Eligible Loan. (e) The Lender or the Eligible Lender Trustee has applied for and received the Secretary of Education's or a Guarantee Agency's designation, as the case may be, as an "Eligible Lendereligible lender" under the Higher Education Act, and the Lender has entered into all agreements required to be entered into for participation in the Federal Family Education Loan Program under the Higher Education Act. (f) The Lender (and the Eligible Lender Trustee, if applicable) is the sole owner and holder of each FFELP Loan and has full right and authority to sell and assign the same free and clear of all lienslines, pledges or encumbrances; no FFELP Loan has been pledged or assigned for any purpose; and each FFELP Loan is free of any and all liens, charges, encumbrances and security interests of any description. The Participant has a valid and perfected first priority ownership or security interest in the Pledged Collateral (as defined herein). (g) Each FFELP Loan is either Insured or Guaranteed; such Insurance or Guarantee, as the case may be, Guarantee is in full force and effect, is freely transferable as an incident to the sale of each FFELP Loan; all amounts due and payable to the Secretary of Education or a Guarantee Agency, as the case may be, Agency have been or will be paid in full by the Lender, and none of the FFELP Loans has at any time been tendered to either the Secretary of Education or any Guarantee Agency for payment. (h) There are no circumstances or conditions with respect to any FFELP Loan, the Borrower thereunder or the creditworthiness of said Borrower that would reasonably cause prudent private investors to regard any of the FFELP Loans as an unacceptable investment, or adversely affect the value or marketability thereof, the insurance thereof and any applicable Guarantee. (i) Each FFELP Loan was made in compliance with all applicable local, State and federal laws, rules and regulations, including, without limitation, all applicable nondiscrimination, truth-in-lending, consumer credit and usury laws. (j) Lender has, and its officers acting on its behalf have, full legal authority to engage in the transactions contemplated by this Agreement; the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms, conditions and provisions of this Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of Lender or any agreement or instrument to which Lender is a party or by which it is bound or constitute a default thereunder; Lender is not a party to or bound by any agreement or instrument or subject to any charter or other Participant restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of Lender to perform its obligations under this Agreement and this Agreement constitutes a valid and binding obligation of Lender enforceable against it in accordance with its terms, and no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Savings and Loan Insurance Participant, the Federal Deposit Insurance Participant, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions herein contemplated. (k) Lender is duly organized, validly existing and in good standing under the laws of its applicable jurisdiction and has the power and authority to own its assets and carry on its business as now being conducted. (l) Lender and Servicer have each exercised (and shall continue to exercise) due diligence and reasonable care in making, administering, servicing and collecting the FFELP Loans, and Lender has conducted a reasonable investigation of sufficient scope and content to enable it duly to make the representations and warranties contained in this Agreement. Lender shall be solely responsible for the payment of the costs and expenses incident to origination of FFELP Loans, without any right of reimbursement therefor from the Participant. (m) With respect to all Insured Eligible Loans in which a participation interest is being acquired, Insurance is in effect with respect thereto; the applicable Contract and Certificates of Insurance are valid and binding upon the parties thereto in all respects material to the security for any bonds and/or notes issued by the Participant; and Lender is not in default in the performance of any of its covenants and agreements made in respect thereof. (n) With respect to all Guaranteed Eligible Loans in which a participation interest is being acquired, a Guarantee Agreement is in effect with respect thereto and is valid and binding upon the parties thereto in all respects material to the security of the bonds and/or notes issued by the Participant to finance the FFELP Loans; and Lender is not in default in the performance of any of its covenants and agreements made in such Guarantee Agreement. (o) Lender does not (i) discriminate by pattern or practice against any particular class or category of students by requiring, as a condition to the receipt of a student loan, that a student or his family maintain a business relationship with Lender, except as may be permitted under applicable laws; or (ii) discriminate on the basis of race, sex, color, creed or national origin. (p) The FFELP Loans are a representative sample of all student loans held by Lender with respect to the educational institution attended by, or the age, sex, race, national origin or place of residence of, the Borrowers to whom such loans were made, or with respect to any other identifying characteristic of such Borrowers. (q) Each participation interest transferred to the Participant under this Agreement is a participation interest in a FFELP Loan which constitutes an Eligible Loan. (r) The fair salable value of the assets on a going concern basis of Lender and its subsidiaries, on a consolidated basis, as of the time of each sale of participation interests hereunder is in excess of the total amount of their liabilities. (s) Lender has carefully reviewed the Loan Purchase Regulations supplied by the Participant and has complied, and shall continue to comply, with all applicable Loan Purchase Regulations. (t) Each FFELP Loan in which a participation interest is purchased pursuant to this Agreement includes all Eligible Loans of any one Borrower held by Lender. (u) The Lender hereby represents and warrants that the Lender is transferring all of its right tile and interest in the MPN Loans to the Participant, that it has not assigned any interest in such MPN Loans (other than security interests that have been released or ownership interests that the Lender has reacquired) to any person other than the Participant, and that no prior holder of the MPN Loans has assigned any interest in such MPN Loans (other than security interests that have been released or ownership interests that such prior holder has reacquired) to any person other that a predecessor in title to the Lender. The Lender hereby covenants that the Lender shall not attempt to transfer to any other person any interest in any MPN Loan assigned hereunder. (v) No promissory note evidencing an Eligible Loan bears any apparent evidence of forgery or alteration or is otherwise so irregular or incomplete as to call into question its authenticity. (w) Except as may have been disclosed by the UCC Lien Search required by Section 2. 05(c) hereof for the Lender, no other financing statements or assignment filings naming the Lender as debtor or assignor under its legal name or trade names has been filed.

Lender’s Representations and Warranties. Lender hereby represents, warrants and covenants to Participant and Facility Agent as follows: (a) A. Any information furnished by Lender to the Participant, or the Participant's agents with respect to a FFELP Loan is true, complete and correct. (b) B. The amount of the unpaid principal balance of each FFELP Loan is due and owing, and no counterclaim, offset, defense or right to rescission exists with respect to any FFELP Loan which can be asserted and maintained or which, with notice, lapse of time or the occurrence or failure to occur of any act or event could be asserted and maintained by the Borrower against the Eligible Lender Trustee or the Participant as assignee thereof. Lender shall have taken all reasonable actions to assure that no maker of a FFELP Loan has or may acquire a defense to the payment thereof. No payment of principal or interest with respect to any FFELP Loan is, as of the date hereof, more than 90 60 days delinquent and no applicable payment of principal or interest with respect to any FFELP Loan will, at the date of the applicable Participation CertificateLoan Purchase Date, be more than 60 days delinquent. No FFELP Loan carries a rate of interest less than, or in excess of, the applicable rate of interest required by the Higher Education Act. If the Higher Education Act permits Lender Lenders to charge an interest rate less than the applicable rate of interest, no FFELP Loan purchased hereunder bears interest at a rate lower than the applicable rate of interest; provided, however, that the Participant may approve, in its sole discretion, in writing, interest reductions which are part of a borrower repayment incentive program of Lender, the terms of which have been fully described in detail and in writing to the Participant. (c) C. Each FFELP Loan has been duly executed and delivered and constitutes the legal, valid and binding obligations of the maker (and the endorser, if any) thereof, enforceable in accordance with its terms. (d) D. Each FFELP Loan complies in all respects with the requirements of the Higher Education Act and is an Eligible Loan, as that term is defined in the Agreement. (e) E. Lender or Eligible Lender Trustee Lender's eligible lender trustee has applied for and received the Secretary of Education's or a Guarantee Agency's designation, as the case may be, as an "Eligible Lender" under the Higher Education Act, and Lender has entered into all agreements required to be entered into for participation in the Federal Family Education Loan Program under the Higher Education Act. (f) F. Lender (and the Eligible Lender Trustee, if applicable) is the sole owner and holder of each FFELP Loan and has full right and authority to sell and assign the same free and clear of all liens, pledges or encumbrances; no FFELP Loan has been pledged or assigned for any purpose; and each FFELP Loan is free of any and all liens, charges, encumbrances and security interests of any description. The Participant has a valid and perfected first priority security interest in the Pledged Collateral (as defined herein). (g) G. Each FFELP Loan is either Insured or Guaranteed; such Insurance or Guarantee, as the case may be, is in full force and effect, is freely transferable as an incident to the sale of each FFELP Loan; all amounts due and payable to the Secretary of Education or a Guarantee Agency, as the case may be, have been or will be paid in full by Lender, and none of the FFELP Loans has at any time been tendered to either the Secretary of Education or any Guarantee Agency for payment. (h) H. There are no circumstances or conditions with respect to any FFELP Loan, the Borrower thereunder or the creditworthiness of said Borrower that would reasonably cause prudent private investors to regard any of the FFELP Loans as an unacceptable investment, or adversely affect the value or marketability thereof, the insurance thereof and any applicable Guarantee. (i) I. Each FFELP Loan was made in compliance with all applicable local, State and federal laws, rules and regulations, including, without limitation, all applicable nondiscrimination, truth-in-lending, consumer credit and usury laws. (j) J. Lender has, and its officers acting on its behalf have, full legal authority to engage in the transactions contemplated by this the Agreement; the execution and delivery of this the Agreement, the consummation of the transactions herein contemplated and compliance with the terms, conditions and provisions of this the Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of Lender or any agreement or instrument to which Lender is a party or by which it is bound or constitute a default thereunder; Lender is not a party to or bound by any agreement or instrument or subject to any charter or other Participant restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of Lender to perform its obligations under this the Agreement and this the Agreement constitutes a valid and binding obligation of Lender enforceable against it in accordance with its terms, and no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Savings and Loan Insurance Participant, the Federal Deposit Insurance Participant, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions herein contemplated. (k) K. Lender is duly organized, validly existing and in good standing under the laws of its applicable jurisdiction and has the power and authority to own its assets and carry on its business as now being conducted. (l) L. Lender and Servicer have each exercised (and shall continue to exercise) due diligence and reasonable care in making, administering, servicing and collecting the FFELP Loans, and Lender has conducted a reasonable investigation of sufficient scope and content to enable it duly to make the representations and warranties contained in this Agreement. Lender shall be solely responsible for the payment of the costs and expenses incident to origination of FFELP Loans, without any right of reimbursement therefor from the Participant. (m) M. With respect to all Insured Eligible Loans in which a participation interest is being acquired, Insurance is in effect with respect thereto; the applicable Contract and Certificates certificates of Insurance are valid and binding upon the parties thereto in all respects material to the security for any bonds and/or notes issued by the Participant; and Lender is not in default in the performance of any of its covenants and agreements made in respect thereof. (n) N. With respect to all Guaranteed Eligible Loans in which a participation interest is being acquired, a Guarantee Agreement is in effect with respect thereto and is valid and binding upon the parties thereto in all respects material to the security of the bonds and/or notes issued by the Participant to finance the FFELP Loans; and Lender is not in default in the performance of any of its covenants and agreements made in such Guarantee Agreement. (o) O. Lender does not (i) discriminate by pattern or practice against any particular class or category of students by requiring, as a condition to the receipt of a student loan, that a student or his family maintain a business relationship with Lender, except as may be permitted under applicable laws; laws or (ii) discriminate on the basis of race, sex, color, creed or national origin. (p) P. The FFELP Loans are a representative sample of all student loans held by Lender with respect to the educational institution attended by, or the age, sex, race, national origin or place of residence of, the Borrowers Borrower to whom such loans were made, or with respect to any other identifying characteristic of such Borrowers. (q) Q. Each participation interest transferred to the Participant under this the Agreement is a participation interest in a FFELP Loan which constitutes an Eligible Loan. (r) R. The fair salable value of the assets on a going concern basis of Lender and its subsidiaries, on a consolidated basis, as of the time of each sale of participation interests hereunder is in excess of the total amount of their liabilities. (s) S. Lender has carefully reviewed the Loan Purchase Regulations supplied by the Participant and has complied, and shall continue to comply, with all applicable Loan Purchase Regulations. (t) T. Each FFELP Loan in which a participation interest is purchased pursuant to this Agreement includes all Eligible Loans of any one Borrower held by Lender. (u) The Lender hereby represents and warrants that the Lender is transferring all of its right tile and interest in the MPN Loans to the Participant, that it has not assigned any interest in such MPN Loans (other than security interests that have been released or ownership interests that the Lender has reacquired) to any person other than the Participant, and that no prior holder of the MPN Loans has assigned any interest in such MPN Loans (other than security interests that have been released or ownership interests that such prior holder has reacquired) to any person other that a predecessor in title to the Lender. The Lender hereby covenants that the Lender shall not attempt to transfer to any other person any interest in any MPN Loan assigned hereunder. (v) No promissory note evidencing an Eligible Loan bears any apparent evidence of forgery or alteration or is otherwise so irregular or incomplete as to call into question its authenticity. (w) Except as may have been disclosed by the UCC Lien Search required by Section 2. 05(c) hereof for the Lender, no other financing statements or assignment filings naming the Lender as debtor or assignor under its legal name or trade names has been filed.

Lender’s Representations and Warranties. Lender hereby represents, warrants and covenants to Participant and Facility Agent as follows: (a) A. Any information furnished by Lender to the Participant, or the Participant's agents with respect to a FFELP Loan is true, complete and correct. (b) B. The amount of the unpaid principal balance of each FFELP Loan is due and owing, and no counterclaim, offset, defense or right to rescission exists with respect to any FFELP Loan which can be asserted and maintained or which, with notice, lapse of time or the occurrence or failure to occur of any act or event could be asserted and maintained by the Borrower against the Eligible Lender Trustee or the Participant as assignee thereof. Lender shall have taken all reasonable actions to assure that no maker of a FFELP Loan has or may acquire a defense to the payment thereof. No payment of principal or interest with respect to any FFELP Loan is, as of the date hereof, more than 90 60 days delinquent and no applicable payment of principal or interest with respect to any FFELP Loan will, at the date of the applicable Participation CertificateLoan Purchase Date, be more than 60 days delinquent. No FFELP Loan carries a rate of interest less than, or in excess of, the applicable rate of interest required by the Higher Education Act. If the Higher Education Act permits Lender Lenders to charge an interest rate less than the applicable rate of interest, no FFELP Loan purchased hereunder bears interest at a rate lower than the applicable rate of interest; provided, however, that the Participant may approve, in its sole discretion, in writing, interest reductions which are part of a borrower repayment incentive program of Lender, the terms of which have been fully described in detail and in writing to the Participant. (c) C. Each FFELP Loan has been duly executed and delivered and constitutes the legal, valid and binding obligations of the maker (and the endorser, if any) thereof, enforceable in accordance with its terms. (d) D. Each FFELP Loan complies in all respects with the requirements of the Higher Education Act and is an Eligible Loan, as that term is defined in the Agreement. (e) E. Lender or Eligible Lender Trustee Lender's eligible lender trustee has applied for and received the Secretary of Education's or a Guarantee Agency's designation, as the case may be, as an "Eligible Lender" under the Higher Education Act, and Lender has entered into all agreements required to be entered into for participation in the Federal Family Education Loan Program under the Higher Education Act. (f) F. Lender (and the Eligible Lender Trustee, if applicable) is the sole owner and holder of each FFELP Loan and has full right and authority to sell and assign the same free and clear of all liens, pledges or encumbrances; no FFELP Loan has been pledged or assigned for any purpose; and each FFELP Loan is free of any and all liens, charges, encumbrances and security interests of any description. The Participant has a valid and perfected first priority security interest in the Pledged Collateral (as defined herein). (g) G. Each FFELP Loan is either Insured or Guaranteed; such Insurance or Guarantee, as the case may be, is in full force and effect, is freely transferable as an incident to the sale of each FFELP Loan; all amounts due and payable to the Secretary of Education or a Guarantee Agency, as the case may be, have been or will be paid in full by Lender, and none of the FFELP Loans has at any time been tendered to either the Secretary of Education or any Guarantee Agency for payment. (h) H. There are no circumstances or conditions with respect to any FFELP Loan, the Borrower thereunder or the creditworthiness of said Borrower that would reasonably cause prudent private investors to regard any of the FFELP Loans as an unacceptable investment, or adversely affect the value or marketability thereof, the insurance thereof and any applicable Guarantee. (i) I. Each FFELP Loan was made in compliance with all applicable local, State and federal laws, rules and regulations, including, without limitation, all applicable nondiscrimination, truth-in-lending, consumer credit and usury laws. (j) J. Lender has, and its officers acting on its behalf have, full legal authority to engage in the transactions contemplated by this the Agreement; the execution and delivery of this the Agreement, the consummation of the transactions herein contemplated and compliance with the terms, conditions and provisions of this the Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of Lender or any agreement or instrument to which Lender is a party or by which it is bound or constitute a default thereunder; Lender is not a party to or bound by any agreement or instrument or subject to any charter or other Participant restriction restriction, or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of Lender to perform its obligations under this the Agreement and this the Agreement constitutes a valid and binding obligation of Lender enforceable against it in accordance with its terms, and no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Savings and Loan Insurance Participant, the Federal Deposit Insurance Participant, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions herein contemplated. (k) K. Lender is duly organized, validly existing and in good standing under the laws of its applicable jurisdiction and has the power and authority to own its assets and carry on its business as now being conducted. (l) L. Lender and Servicer have each exercised (and shall continue to exercise) due diligence and reasonable care in making, administering, servicing and collecting the FFELP Loans, and Lender has conducted a reasonable investigation of sufficient scope and content to enable it duly to make the representations and warranties contained in this Agreement. Lender shall be solely responsible for the payment of the costs and expenses incident to origination of FFELP Loans, without any right of reimbursement therefor from the Participant. (m) M. With respect to all Insured Eligible Loans in which a participation interest is being acquired, Insurance is in effect with respect thereto; the applicable Contract and Certificates certificates of Insurance are valid and binding upon the parties thereto in all respects material to the security for any bonds and/or notes issued by the Participant; and Lender is not in default in the performance of any of its covenants and agreements made in respect thereof. (n) N. With respect to all Guaranteed Eligible Loans in which a participation interest is being acquired, a Guarantee Agreement is in effect with respect thereto and is valid and binding upon the parties thereto in all respects material to the security of the bonds and/or notes issued by the Participant to finance the FFELP Loans; and Lender is not in default in the performance of any of its covenants and agreements made in such Guarantee Agreement. (o) O. Lender does not (i) discriminate by pattern or practice against any particular class or category of students by requiring, as a condition to the receipt of a student loan, that a student or his family maintain a business relationship with Lender, except as may be permitted under applicable laws; laws or (ii) discriminate on the basis of race, sex, color, creed or national origin. (p) P. The FFELP Loans are a representative sample of all student loans held by Lender with respect to the educational institution attended by, or the age, sex, race, national origin or place of residence of, the Borrowers Borrower to whom such loans were made, or with respect to any other identifying characteristic of such Borrowers. (q) Q. Each participation interest transferred to the Participant under this the Agreement is a participation interest in a FFELP Loan which constitutes an Eligible Loan. (r) R. The fair salable value of the assets on a going concern basis of Lender and its subsidiaries, on a consolidated basis, as of the time of each sale of participation interests hereunder is in excess of the total amount of their liabilities. (s) S. Lender has carefully reviewed the Loan Purchase Regulations supplied by the Participant and has complied, and shall continue to comply, with all applicable Loan Purchase Regulations. (t) T. Each FFELP Loan in which a participation interest is purchased pursuant to this Agreement includes all Eligible Loans of any one Borrower held by Lender. (u) The Lender hereby represents and warrants that the Lender is transferring all of its right tile and interest in the MPN Loans to the Participant, that it has not assigned any interest in such MPN Loans (other than security interests that have been released or ownership interests that the Lender has reacquired) to any person other than the Participant, and that no prior holder of the MPN Loans has assigned any interest in such MPN Loans (other than security interests that have been released or ownership interests that such prior holder has reacquired) to any person other that a predecessor in title to the Lender. The Lender hereby covenants that the Lender shall not attempt to transfer to any other person any interest in any MPN Loan assigned hereunder. (v) No promissory note evidencing an Eligible Loan bears any apparent evidence of forgery or alteration or is otherwise so irregular or incomplete as to call into question its authenticity. (w) Except as may have been disclosed by the UCC Lien Search required by Section 2. 05(c) hereof for the Lender, no other financing statements or assignment filings naming the Lender as debtor or assignor under its legal name or trade names has been filed.

Lender’s Representations and Warranties. The Lender hereby represents, warrants and covenants to the Participant and Facility the Administrative Agent as followsfollows as of the date hereof and as of the date of each purchase hereunder: (a) Any All information furnished by the Lender to the Participant, or the Participant's agents agents, with respect to a FFELP Loan is true, complete and correct. (b) The amount of the unpaid principal balance of each FFELP Loan is due and owing, and no counterclaim, offset, defense or right to rescission exists with respect to any FFELP Loan which can be asserted and maintained or which, with notice, lapse of time or the occurrence or failure to occur of any act or event could be asserted and maintained by the Borrower against the Lender, the Eligible Lender Trustee or the Participant as assignee thereof. The Lender shall have taken all reasonable actions to assure that no maker of Borrower under a FFELP Loan has or may acquire a defense to the payment thereof. No payment of principal or interest with respect to any FFELP Loan is, as of the date hereof, more than 90 days delinquent and no applicable payment of principal or interest with respect to any FFELP Loan will, at the date of the applicable Participation Certificate, be more than 60 90 days delinquent. No FFELP Loan carries a rate of interest less than, or in excess of, the applicable rate of interest required by the Higher Education Act. If Notwithstanding any provisions of the Higher Education Act that permits the Lender to charge an interest rate less than the applicable rate of interest, no FFELP Loan purchased hereunder bears shall bear interest at a rate lower than the applicable rate of interest; provided, however, that the Participant may approve, in its sole discretion, in writing, interest reductions which are part of a borrower repayment incentive program of the Lender, the terms of which have been fully described in detail and in writing to the Participant. (c) Each FFELP Loan has been duly executed and delivered and constitutes the legal, valid and binding obligations of the maker (and the endorser, if any) thereof, enforceable in accordance with its terms. (d) Each FFELP Loan complies in all respects with the requirements of the Higher Education Act and is an Eligible Loan. (e) The Lender or the Eligible Lender Trustee has applied for and received the Secretary of Education's or a Guarantee Agency's designation, as the case may be, as an "Eligible Lendereligible lender" under the Higher Education Act, and the Lender has entered into all agreements required to be entered into for participation in the Federal Family Education Loan Program under the Higher Education Act. (f) The Lender (and the Eligible Lender Trustee, if applicable) is the sole owner and holder of each FFELP Loan and has full right and authority to sell and assign the same free and clear of all liens, pledges or encumbrances; no FFELP Loan has been pledged or assigned for any purpose; and each FFELP Loan is free of any and all liens, charges, encumbrances and security interests of any description. The Participant has a valid and perfected first priority ownership or security interest in the Pledged Collateral (as defined herein). (g) Each FFELP Loan is either Insured or Guaranteed; such Insurance or Guarantee, as the case may be, Guarantee is in full force and effect, is freely transferable as an incident to the sale of each FFELP Loan; all amounts due and payable to the Secretary of Education or a Guarantee Agency, as the case may be, Agency have been or will be paid in full by the Lender, and none of the FFELP Loans has at any time been tendered to either the Secretary of Education or any Guarantee Agency for payment. (h) There are no circumstances or conditions with respect to any FFELP Loan, the Borrower thereunder or the creditworthiness of said Borrower that would reasonably cause prudent private investors to regard any of the FFELP Loans as an unacceptable investment, or adversely affect the value or marketability thereof, the insurance thereof and or any applicable Guarantee. (i) Each FFELP Loan was made in compliance with all applicable local, State and federal laws, rules and regulations, including, without limitation, all applicable nondiscrimination, truth-in-lending, consumer credit and usury laws. (j) The Lender has, and its officers acting on its behalf have, full legal authority to engage in the transactions contemplated by this Agreement; the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms, conditions and provisions of this Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Lender or any agreement or instrument to which the Lender is a party or by which it is bound or constitute a default thereunder, or conflict with any law, rule or regulation to which the Lender is subject; the Lender is not a party to or bound by any agreement or instrument or subject to any charter or other Participant restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Lender to perform its obligations under this Agreement and this Agreement constitutes a valid and binding obligation of the Lender enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, or other similar laws affecting the rights of creditors and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law, and does not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties, and no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Savings and Loan Insurance ParticipantCorporation, the Federal Deposit Insurance ParticipantCorporation, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions herein contemplated. (k) The Lender is duly organized, validly existing and in good standing under the laws of its applicable jurisdiction and has the power and authority to own its assets and carry on its business as now being conducted. (l) The Lender and Servicer its servicer have each exercised (and shall continue to exercise) due diligence and reasonable care in making, administering, servicing and collecting the FFELP Loans, and the Lender has conducted a reasonable investigation of sufficient scope and content to enable it duly to make the representations and warranties contained in this Agreement. The Lender shall be solely responsible for the payment of the costs and expenses incident to origination of FFELP Loans, without any right of reimbursement therefor from the Participant. (m) With respect to all Insured Eligible Loans in which a participation interest is being acquired, Insurance is in effect with respect thereto; the applicable Contract and Certificates of Insurance are valid and binding upon the parties thereto in all respects material to the security for any bonds and/or notes issued by the Participant; and Lender is not in default in the performance of any of its covenants and agreements made in respect thereof. (n) With respect to all Guaranteed Eligible Loans in which a participation interest is being acquired, a Guarantee Agreement is in effect with respect thereto and is valid and binding upon the parties thereto in all respects material to the security of the bonds and/or notes issued by the Participant to finance the FFELP Loansthereto; and the Lender is not in default in the performance of any of its covenants and agreements made in such Guarantee Agreement. (on) The Lender does not (i) discriminate by pattern or practice against any particular class or category of students by requiring, as a condition to the receipt of a student loan, that a student or his family maintain a business relationship with the Lender, except as may be permitted under applicable laws; or (ii) discriminate on the basis of race, sex, color, creed or national origin. (po) The FFELP Loans are a representative sample of all student loans held by the Lender with respect to the educational institution attended by, or the age, sex, race, national origin or place of residence of, the Borrowers to whom such loans were made, or with respect to any other identifying characteristic of such Borrowers. (qp) Each participation interest transferred to the Participant under this Agreement is a participation interest in a FFELP Loan which constitutes an Eligible Loan. (rq) The fair salable value of the assets on a going concern basis of the Lender and its subsidiaries, on a consolidated basis, as of the time of each sale of participation interests hereunder is in excess of the total amount of their liabilities. (sr) The Lender has carefully reviewed the Loan Purchase Regulations supplied by the Participant and has complied, and shall continue to comply, with all applicable Loan Purchase Regulations. (ts) Each FFELP Loan in which a participation interest is purchased pursuant to this Agreement includes all Eligible Loans of any one Borrower held by the Lender. (ut) The Lender hereby represents and warrants that the Lender is transferring all of its right tile title and interest in the MPN Loans to the Participant, that it has not assigned any interest in such MPN Loans (other than security interests that have been released or ownership interests that the Lender has reacquired) to any person other than the Participant, and that no prior holder of the MPN Loans has assigned any interest in such MPN Loans (other than security interests that have been released or ownership interests that such prior holder has reacquired) to any person other that a predecessor in title to the Lender. The Lender hereby covenants that the Lender shall not attempt to transfer to any other person any interest in any MPN Loan assigned hereunder. (vu) No promissory note evidencing an Eligible Loan bears any apparent evidence of forgery or alteration or is otherwise so irregular or incomplete as to call into question its authenticity. (wv) Except as may have been disclosed by the UCC Lien Search required by Section 2. 05(c2.05(c) hereof for the Lender, no other financing statements or assignment filings naming the Lender as debtor or assignor under its legal name or trade names has been filed. (w) The transfer, assignment and conveyance of the participation interests in the Eligible Loans by the Lender pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction. The Lender is not transferring the participation interests in the Eligible Loans with an actual intent to hinder, delay or defraud any of its creditors. The Lender is solvent, will not be rendered insolvent by the transfer of the participation interests in the Eligible Loans hereunder nor is aware of any pending insolvency of the Lender.

Lender’s Representations and Warranties. Lender hereby represents, represents and warrants and covenants to Participant and Facility Agent as followsBorrower that: (a) Any information furnished by Lender to The Shares have not been registered under the ParticipantSecurities Act of 1933, as amended (the “1933 Act”), or under the Participant's agents with respect securities laws of any state or other jurisdiction, and the issuance and sale of the Shares to a FFELP Loan Lender is true, complete being made in reliance upon exemptions from registration under Section 4(2) of the 1933 Act and correctRule 506 thereunder and comparable provisions of state law. (b) The amount of the unpaid principal balance of each FFELP Loan Lender is due sophisticated by business and owinginvestment experience to expect, demand, and no counterclaim, offset, defense or right to rescission exists with respect to any FFELP Loan which can understand the kind of information about Borrower that would ordinarily be asserted and maintained or which, with notice, lapse of time or set forth in a registration statement covering the occurrence or failure to occur of any act or event could be asserted and maintained by the Borrower against the Eligible Lender Trustee or the Participant as assignee thereof. Lender shall have taken all reasonable actions to assure that no maker of a FFELP Loan has or may acquire a defense to the payment thereof. No payment of principal or interest with respect to any FFELP Loan is, as of the date hereof, more than 90 days delinquent and no applicable payment of principal or interest with respect to any FFELP Loan will, at the date of the applicable Participation Certificate, be more than 60 days delinquent. No FFELP Loan carries a rate of interest less than, or in excess of, the applicable rate of interest required by the Higher Education Act. If the Higher Education Act permits Lender to charge an interest rate less than the applicable rate of interest, no FFELP Loan purchased hereunder bears interest at a rate lower than the applicable rate of interest; provided, however, that the Participant may approve, in its sole discretion, in writing, interest reductions which are part of a borrower repayment incentive program of Lender, the terms of which have been fully described in detail and in writing to the ParticipantShares. (c) Each FFELP Loan Lender has had access to, and has carefully read, all reports or filings filed by Mega with the Securities and Exchange Commission prior to Lender’s execution and delivery of this Agreement (collectively, the “SEC Reports”). Borrower has made available for inspection, by Lender, its attorney, accountant, or other professional advisors, all documents, financial statements, records, and books pertaining to Borrower that Lender has requested from Borrower. Lender and/or its advisors have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Borrower concerning Borrower, and all such questions have been duly executed answered to the full satisfaction of Lender and delivered and constitutes the legal, valid and binding obligations of the maker (and the endorser, if any) thereof, enforceable in accordance with its termsadvisors. (d) Each FFELP Loan complies Lender is acquiring the Shares for its own account, for investment and not with a view of resale or distribution, except in all respects compliance with the requirements 1933 Act. Lender will not sell or otherwise transfer the Shares without registration under the 1933 Act or applicable state securities laws or an exemption therefrom. Only Mega may register the Shares, and Borrower has no obligation to do so. Lender has not offered or sold any portion of the Higher Education Act and is an Eligible LoanShares nor does it have any present intention of dividing the Shares with others or of selling, distributing, or otherwise disposing of any portion of the Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the 1933 Act. (e) Lender or Eligible Lender Trustee has applied for and received the Secretary of Education's or a Guarantee Agency's designation, as the case may be, as recognizes that an "Eligible Lender" under the Higher Education Act, and Lender has entered into all agreements required to be entered into for participation investment in the Federal Family Education Loan Program under Shares involves substantial risks, including the Higher Education Actrisk of a loss of the entire amount of such investment. (f) In the absence of an effective registration statement under the 1933 Act covering the Shares, Lender shall not offer, sell, transfer, or otherwise dispose of the Shares without either first obtaining an opinion of counsel, reasonably satisfactory to Borrower and its counsel, that the disposition may be made without registration of the Shares in question under the 1933 Act, or first obtain a letter from the Division of Corporation Finance of the Securities and Exchange Commission (and the Eligible Lender Trustee, “Commission”) to the effect that it will recommend no action to the Commission if applicable) is any of the sole owner and holder Shares to be disposed of each FFELP Loan and has full right and authority to sell and assign the same free and clear are so disposed of all liens, pledges or encumbrances; no FFELP Loan has been pledged or assigned for any purpose; and each FFELP Loan is free of any and all liens, charges, encumbrances and security interests of any description. The Participant has a valid and perfected first priority security interest in the Pledged Collateral (as defined herein)without registration. (g) Each FFELP Loan is either Insured In the event that Lender, or Guaranteed; such Insurance or Guaranteeanyone acting on its behalf who shall be entitled to dispose of the Shares, shall decide to dispose of the Shares in the absence of an effective registration statement, as the case may bea condition to any such disposition, Lender shall first obtain, if required by Borrower or its counsel, an agreement in writing from each person to whom such disposition is in full force and effect, is freely transferable as an incident proposed to be made to the sale of each FFELP Loan; all amounts due and payable to the Secretary of Education or a Guarantee Agency, same effect as the case may beagreement, have been or will be paid in full by Lenderunderstandings, and none of the FFELP Loans has at any time been tendered to either the Secretary of Education or any Guarantee Agency for paymentrepresentations which are made hereby. (h) There are no circumstances or conditions All legal fees and other expenses incurred in connection with respect to any FFELP Loan, the Borrower thereunder rendering of opinions or the creditworthiness obtaining of said Borrower that would reasonably cause prudent private investors to regard any “no-action” letters in accordance with the provisions hereof shall be entirely the obligation and responsibility of the FFELP Loans as an unacceptable investmentLender and shall not be the responsibility of Borrower, or adversely affect and the value or marketability thereof, Lender will promptly pay and discharge the insurance thereof and any applicable Guaranteesame. (i) Each FFELP Loan was All certificates for the Shares shall be stamped or otherwise endorsed with a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 1933 ACT), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT IS AVAILABLE OR THAT COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE 1933 ACT IS NOT OTHERWISE REQUIRED. (j) Lender shall indemnify and hold harmless Borrower, and each director, officer and controlling person of Borrower who is or may be a party or is or may be threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, from and against all losses, liabilities and expenses for which Borrower, or any director, officer or controlling person of Borrower, has not otherwise been reimbursed (including attorney’s fees, judgments, fines and amounts paid in compliance settlement) actually and reasonably incurred by Borrower or such director, officer or controlling person in connection with all applicable localsuch action, State and federal lawssuit, rules and regulationsor proceeding, by reason of or arising from any actual or alleged misrepresentation or misstatement of facts or omission to represent or state facts made or alleged to have been made by Lender to Borrower, concerning Lender or its authority to invest or financial position in connection with its purchase of the Shares, including, without limitation, all applicable nondiscriminationany such misrepresentation, truth-in-lendingmisstatement, consumer credit and usury laws. (j) Lender has, and its officers acting on its behalf have, full legal authority to engage or omission contained in the transactions contemplated by this Agreement; the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms, conditions and provisions of this Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of Lender or any agreement or instrument to which Lender is a party or other document submitted by which it is bound or constitute a default thereunder; Lender is not a party to or bound by any agreement or instrument or subject to any charter or other Participant restriction or judgmentthe Lender, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of Lender to perform its obligations under this Agreement and this Agreement constitutes a valid and binding obligation of Lender enforceable against it in accordance with its terms, and no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Savings and Loan Insurance Participant, the Federal Deposit Insurance Participant, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation its purchase of the transactions herein contemplatedShares. (k) Lender is duly organized, validly existing and in good standing under the laws of its applicable jurisdiction and has the power and authority to own its assets and carry on its business as now being conducted. (l) Lender and Servicer have each exercised (and shall continue to exercise) due diligence and reasonable care in making, administering, servicing and collecting the FFELP Loans, and Lender has conducted a reasonable investigation of sufficient scope and content to enable it duly to make the representations and warranties contained in this Agreement. Lender shall be solely responsible not subscribing for the payment of the costs and expenses incident to origination of FFELP Loans, without any right of reimbursement therefor from the Participant. (m) With respect to all Insured Eligible Loans in which a participation interest is being acquired, Insurance is in effect with respect thereto; the applicable Contract and Certificates of Insurance are valid and binding upon the parties thereto in all respects material to the security for any bonds and/or notes issued by the Participant; and Lender is not in default in the performance of any of its covenants and agreements made in respect thereof. (n) With respect to all Guaranteed Eligible Loans in which a participation interest is being acquired, a Guarantee Agreement is in effect with respect thereto and is valid and binding upon the parties thereto in all respects material to the security of the bonds and/or notes issued by the Participant to finance the FFELP Loans; and Lender is not in default in the performance of any of its covenants and agreements made in such Guarantee Agreement. (o) Lender does not (i) discriminate by pattern or practice against any particular class or category of students by requiring, Shares as a condition to the receipt of a student loan, that a student or his family maintain a business relationship with Lender, except as may be permitted under applicable laws; or (ii) discriminate on the basis of race, sex, color, creed or national origin. (p) The FFELP Loans are a representative sample of all student loans held by Lender with respect to the educational institution attended byresult of, or the agepursuant to, sexany advertisement, racearticle, national origin or place of residence of, the Borrowers to whom such loans were madenotice, or with respect to any other identifying characteristic of such Borrowers. (q) Each participation interest transferred to the Participant under this Agreement is a participation interest in a FFELP Loan which constitutes an Eligible Loan. (r) The fair salable value of the assets on a going concern basis of Lender and its subsidiaries, on a consolidated basis, as of the time of each sale of participation interests hereunder is in excess of the total amount of their liabilities. (s) Lender has carefully reviewed the Loan Purchase Regulations supplied by the Participant and has complied, and shall continue to comply, with all applicable Loan Purchase Regulations. (t) Each FFELP Loan in which a participation interest is purchased pursuant to this Agreement includes all Eligible Loans of any one Borrower held by Lender. (u) The Lender hereby represents and warrants that the Lender is transferring all of its right tile and interest in the MPN Loans to the Participant, that it has not assigned any interest in such MPN Loans (other than security interests that have been released or ownership interests that the Lender has reacquired) to any person other than the Participant, and that no prior holder of the MPN Loans has assigned any interest in such MPN Loans (other than security interests that have been released or ownership interests that such prior holder has reacquired) to any person other that a predecessor in title to the Lender. The Lender hereby covenants that the Lender shall not attempt to transfer to any other person any interest communication published in any MPN Loan assigned hereundernewspaper, magazine, or similar media or broadcast over television or radio or presented at any seminar or meeting. (v) No promissory note evidencing an Eligible Loan bears any apparent evidence of forgery or alteration or is otherwise so irregular or incomplete as to call into question its authenticity. (w) Except as may have been disclosed by the UCC Lien Search required by Section 2. 05(c) hereof for the Lender, no other financing statements or assignment filings naming the Lender as debtor or assignor under its legal name or trade names has been filed.