Common use of Particular Clause in Contracts

Particular. Seller represents and warrants to Purchaser as to the Loans purchased by Purchaser under each Sale Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms: (a) Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days Delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of Seller and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Seller to the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Seller Xxxxxx Xxx represents and warrants to Purchaser Funding as to the Loans purchased by Purchaser Funding under each Sale Purchase Agreement and each Xxxx of Sale executed pursuant to these Master Sale TermsTerms that: (ai) Seller Xxxxxx Xxx has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, defenses or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (dii) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (eiii) The Seller Xxxxxx Mae is authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased repurchase by the SellerXxxxxx Xxx, will be made pursuant to and consistent with the laws and regulations under which the Seller Xxxxxx Mae operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller which Xxxxxx Xxx is a party or by which the Seller Xxxxxx Mae or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (fiv) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (hv) Each Loan has been duly made and serviced in accordance with the guidelines of one provisions of the Programs Federal Family Education Loan Program established under which the Loan was originatedHigher Education Act, and has been duly insured by a Guarantor; such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the Xxxx of Sale; (ivi) Any payments on the Loans received by the Seller Xxxxxx Mae which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct; (jvii) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting the Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the LoansHigher Education Act have been made; (kviii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ix) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal federal and state laws; (lx) No Loan is more than sixty one hundred and twenty (60120) days Delinquent delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller Xxxxxx Xxx nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (mxi) It is the intention of Seller Xxxxxx Mae, the Interim Eligible Lender Trustee and the PurchaserFunding, and the Seller Xxxxxx Xxx hereby warrantswarrants that, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Seller Xxxxxx Mae to the Purchaser Interim Eligible Lender Trustee on behalf of Funding and that the beneficial interest in and title to such Loans not be part of the SellerXxxxxx Mae's estate in the event of the bankruptcy of the Seller Xxxxxx Mae or the appointment of a receiver with respect to SellerXxxxxx Xxx; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (oxii) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the SellerLoan; and (qxiii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Seller represents and warrants to Purchaser as to the Loans purchased by Purchaser under each Sale Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms: (a) Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days or more Delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of Seller and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Seller to the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Seller SLMA represents and warrants to Purchaser Funding as to the Loans purchased by Purchaser Funding under each Sale Purchase Agreement and each Xxxx of Sale executed pursuant to these Master Sale TermsTerms that: (ai) Seller SLMA has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, defenses or counterclaims have been asserted or threatened with respect to the Loans; (bii) This Agreement creates These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the PurchaserEligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Interim Eligible Lender Trustee and the Seller; (ciii) The Loans constitute "instrumentsAccounts" within the meaning of the applicable UCCUCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (div) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (ev) The Seller SLMA is authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased repurchase by the SellerSLMA, will be made pursuant to and consistent with the laws and regulations under which the Seller SLMA operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller which SLMA is a party or by which the Seller SLMA or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (fvi) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (gvii) No consents and approvals are required by the terms of the Loans to for the consummation of the sale of the Loans hereunder to the SellerEligible Lender Trustee; (hviii) Each Loan has been duly made and serviced in accordance with the guidelines of one provisions of the Programs Federal Family Education Loan Program established under which the Loan was originatedHigher Education Act, and has been duly insured by a Guarantor; such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the Xxxx of Sale; (iix) Any payments on the Loans received by the Seller SLMA which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct; (jx) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting the Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the LoansHigher Education Act have been made; (kxi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal federal and state laws; (lxiii) No Loan is more than sixty two hundred and ten (60210) days Delinquent delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller SLMA nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (mxiv) It is the intention of Seller SLMA, the Interim Eligible Lender Trustee and the PurchaserFunding, and the Seller SLMA hereby warrantswarrants that, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Seller SLMA to the Purchaser Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of the SellerSLMA's estate in the event of the bankruptcy of the Seller SLMA or the appointment of a receiver with respect to SellerSLMA; (nxv) The Eligible Lender Trustee and the Seller has have caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Eligible Lender Trustee hereunder; (oxvi) There Except for Loans executed electronically, there is only one original executed copy of the promissory note Note evidencing each Loan or Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the sameNote. The Seller Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Eligible Lender Trustee. All financing statements filed or to be filed against the Interim Eligible Lender Trustee and the Seller in favor of the Eligible Lender Trustee in connection herewith describing the Loans contain a statement to the following effect: "A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Eligible Lender Trustee;" (pxvii) Other than the security interest granted to the Purchaser Eligible Lender Trustee pursuant to this Agreement, the Seller has and the Interim Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has and the Interim Eligible Lender Trustee have not authorized the filing of and is are not aware of any financing statements against the Seller or the Interim Eligible Lender Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser Eligible Lender Trustee hereunder or any of the security interest that has been terminated or releasedterminated. The Seller is and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the SellerSeller or the Interim Eligible Lender Trustee; and (qxviii) No Borrower of any a Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Seller Xxxxxx Mae represents and warrants to Purchaser Funding as to the Loans purchased by Purchaser Funding under each Sale Purchase Agreement and each Xxxx of Sale executed pursuant to these Master Sale TermsTerms that: (ai) Seller Xxxxxx Mae has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, defenses or counterclaims have been asserted or threatened with respect to the Loans; (bii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the PurchaserEligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Interim Eligible Lender Trustee and the Seller; (ciii) The Loans constitute "instrumentsAccounts" within the meaning of the applicable UCCUCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (div) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (ev) The Seller Xxxxxx Xxx is authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased repurchase by the SellerXxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which the Seller Xxxxxx Xxx operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller which Xxxxxx Mae is a party or by which the Seller Xxxxxx Xxx or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (fvi) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (gvii) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the SellerEligible Lender Trustee; (hviii) Each Loan has been duly made and serviced in accordance with the guidelines of one provisions of the Programs Federal Family Education Loan Program established under which the Loan was originatedHigher Education Act, and has been duly insured by a Guarantor; such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the Xxxx of Sale; (iix) Any payments on the Loans received by the Seller Xxxxxx Xxx which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct; (jx) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting the Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the LoansHigher Education Act have been made; (kxi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal federal and state laws; (lxiii) No Loan is more than sixty two hundred and ten (60210) days Delinquent delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (mxiv) It is the intention of Seller Xxxxxx Xxx, the Interim Eligible Lender Trustee and the PurchaserFunding, and the Seller Xxxxxx Mae hereby warrantswarrants that, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Seller Xxxxxx Xxx to the Purchaser Interim Eligible Lender Trustee on behalf of Funding and that the beneficial interest in and title to such Loans not be part of the SellerXxxxxx Mae's estate in the event of the bankruptcy of the Seller Xxxxxx Xxx or the appointment of a receiver with respect to SellerXxxxxx Mae; (nxv) The Eligible Lender Trustee and the Seller has have caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Eligible Lender Trustee hereunder; (oxvi) There Except for Loans executed electronically, there is only one original executed copy of the promissory note evidencing each Loan or Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the samepromissory note. The Seller Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Eligible Lender Trustee. All financing statements filed or to be filed against the Interim Eligible Lender Trustee and the Seller in favor of the Eligible Lender Trustee in connection herewith describing the Loans contain a statement to the following effect: "A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Eligible Lender Trustee;" (pxvii) Other than the security interest granted to the Purchaser Eligible Lender Trustee pursuant to this Agreement, the Seller has and the Interim Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has and the Interim Eligible Lender Trustee have not authorized the filing of and is are not aware of any financing statements against the Seller or the Interim Eligible Lender Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser Eligible Lender Trustee hereunder or that has been terminated or releasedterminated. The Seller is and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the SellerSeller or the Interim Eligible Lender Trustee; and (qxviii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser or substituted by the Seller under each Sale the related Purchase Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (a) The Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Interim Trustee on behalf of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller;; and (c) The Loans constitute "“instruments" ” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased or substituted by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the SellerInterim Trustee; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days or more Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is sixty (60) days or more Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of Seller the Seller, the Interim Trustee and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller to the Interim Trustee for the benefit of and on behalf of the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's ’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller Interim Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Trustee; (p) Other than the security interest granted to the Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Interim Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding. The Interim Trustee represents and warrants that as of the date of each Purchase Agreement and each Xxxx of Sale: (a) The Interim Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (b) The Interim Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; and (c) Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Interim Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. Seller Xxxxxx Mae represents and warrants to Purchaser Funding as to the Loans purchased by Purchaser Funding under each Sale Purchase Agreement and each Xxxx of Sale executed pursuant to these Master Sale TermsTerms that: (ai) Seller Xxxxxx Mae has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, defenses or counterclaims have been asserted or threatened with respect to the Loans; (bii) This Agreement creates These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the PurchaserEligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Interim Eligible Lender Trustee and the Seller; (ciii) The Loans constitute "instrumentsAccounts" within the meaning of the applicable UCCUCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (div) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (ev) The Seller Xxxxxx Xxx is authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased repurchase by the SellerXxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which the Seller Xxxxxx Xxx operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller which Xxxxxx Mae is a party or by which the Seller Xxxxxx Xxx or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (fvi) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (gvii) No consents and approvals are required by the terms of the Loans to for the consummation of the sale of the Loans hereunder to the SellerEligible Lender Trustee; (hviii) Each Loan has been duly made and serviced in accordance with the guidelines of one provisions of the Programs Federal Family Education Loan Program established under which the Loan was originatedHigher Education Act, and has been duly insured by a Guarantor; such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the Xxxx of Sale; (iix) Any payments on the Loans received by the Seller Xxxxxx Xxx which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct; (jx) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting the Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the LoansHigher Education Act have been made; (kxi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal federal and state laws; (lxiii) No Loan is more than sixty two hundred and ten (60210) days Delinquent delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (mxiv) It is the intention of Seller Xxxxxx Xxx, the Interim Eligible Lender Trustee and the PurchaserFunding, and the Seller Xxxxxx Mae hereby warrantswarrants that, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Seller Xxxxxx Xxx to the Purchaser Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of the SellerXxxxxx Mae's estate in the event of the bankruptcy of the Seller Xxxxxx Xxx or the appointment of a receiver with respect to SellerXxxxxx Mae; (nxv) The Eligible Lender Trustee and the Seller has have caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Eligible Lender Trustee hereunder; (oxvi) There Except for Loans executed electronically, there is only one original executed copy of the promissory note Note evidencing each Loan or Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the sameNote. The Seller Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Eligible Lender Trustee. All financing statements filed or to be filed against the Interim Eligible Lender Trustee and the Seller in favor of the Eligible Lender Trustee in connection herewith describing the Loans contain a statement to the following effect: "A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Eligible Lender Trustee;" (pxvii) Other than the security interest granted to the Purchaser Eligible Lender Trustee pursuant to this Agreement, the Seller has and the Interim Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has and the Interim Eligible Lender Trustee have not authorized the filing of and is are not aware of any financing statements against the Seller or the Interim Eligible Lender Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser Eligible Lender Trustee hereunder or that has been terminated or releasedterminated. The Seller is and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the SellerSeller or the Interim Eligible Lender Trustee; and (qxviii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser or substituted by the Seller under each the related Sale Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (a) The Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "“instruments" ” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased or substituted by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days or more Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is sixty (60) days or more Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of the Seller and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller to the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's ’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Seller represents and warrants to Purchaser as to the Loans purchased by Purchaser under each Sale Agreement and each Xxxx Bill of Sale executed pursuant to these Master Sale Terms: (a) Seller Xxxler has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days Delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of Seller and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Seller to the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser or substituted by the Seller under each the related Sale Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (a) The Interim Trustee for the benefit of Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Trustee on behalf of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "“instruments" ” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Interim Trustee and Seller is are authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased or substituted by the SellerSeller and or the Interim Trustee, will be made pursuant to and consistent with the laws and regulations under which the Seller operatesand the Interim Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Interim Trustee or the Seller is a party or by which the Interim Trustee or the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the SellerInterim Trustee; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Interim Trustee for the benefit of the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days or more Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is sixty (60) days or more Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of Seller the Seller, the Interim Trustee, the Purchaser, and the PurchaserTrustee, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller and the Interim Trustee to the Trustee for the benefit of the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's ’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller; (n) The Interim Trustee and the Seller has have caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller Interim Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Trustee; (p) Other than the security interest granted to the Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has and the Interim Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has and the Interim Trustee have not authorized the filing of and is not aware of any financing statements against the Seller or the Interim Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is and the Interim Trustee are not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding. The Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each Xxxx of Sale: (a) The Trustee is duly organized and validly existing in good standing under the law of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms, each Sale Agreement and each Xxxx of Sale; (b) The Trustee has all requisite power and authority to enter into and to perform the terms of these Master Sale Terms and each Sale Agreement; and (c) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transaction contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser or substituted by the Seller under each Sale the related Purchase Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (a) The Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Interim Trustee on behalf of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "“instruments" ” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased or substituted by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the SellerInterim Trustee; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days or more Delinquent as of the Statistical Cutoff Date with respect to the Loans sold on the Closing Date and no loan is sixty (60) days or more Delinquent as of the Cutoff Date with respect to any Loans substituted after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of Seller the Seller, the Interim Trustee and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller to the Interim Trustee for the benefit of and on behalf of the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's ’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller Interim Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Trustee; (p) Other than the security interest granted to the Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Interim Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding. The Interim Trustee represents and warrants that as of the date of each Purchase Agreement and each Xxxx of Sale: (a) The Interim Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (b) The Interim Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; and (c) Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Interim Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser or substituted by the Seller under each Sale the related Purchase Agreement and each Xxxx Bxxx of Sale executed pursuant to these Master Sale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (a) The Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Interim Trustee on behalf of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "“instruments" ” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased or substituted by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the SellerInterim Trustee; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days Delinquent as of the Statistical Cutoff Date with respect to the Loans sold on the Closing Date and no loan is more than sixty (60) days Delinquent as of the Cutoff Date with respect to any Loans substituted after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of Seller the Seller, the Interim Trustee and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller to the Interim Trustee for the benefit of and on behalf of the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's ’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller Interim Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Trustee; (p) Other than the security interest granted to the Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Interim Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding. The Interim Trustee represents and warrants that as of the date of each Purchase Agreement and each Bxxx of Sale: (a) The Interim Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Bxxx of Sale; (b) The Interim Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; and (c) Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Interim Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. Seller represents and warrants to Purchaser as to the Loans purchased by Purchaser under each Sale Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms: (a) Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; ; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days Delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of Seller and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Seller to the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Seller represents and warrants to Purchaser as to the Loans purchased by Purchaser under each Sale Agreement and each Xxxx Bxxx of Sale executed pursuant to these Master Sale Terms: (a) Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "“instruments" ” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days Delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of Seller and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Seller to the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's ’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser or substituted by the Seller under each the related Sale Agreement and each Xxxx Bxxx of Sale executed pursuant to these Master Sale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (a) The Interim Trustee for the benefit of Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Trustee on behalf of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "“instruments" ” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Interim Trustee and Seller is are authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased or substituted by the SellerSeller and or the Interim Trustee, will be made pursuant to and consistent with the laws and regulations under which the Seller operatesand the Interim Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Interim Trustee or the Seller is a party or by which the Interim Trustee or the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to for the consummation of the sale of the Loans hereunder to the SellerInterim Trustee; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Interim Trustee for the benefit of the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is more than sixty (60) days Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of Seller the Seller, the Interim Trustee, the Purchaser, and the PurchaserTrustee, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller and the Interim Trustee to the Trustee for the benefit of the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's ’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. For Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such Note under which the relevant holder or servicer agrees to hold and maintain on its behalf the electronic records evidencing the Notes, in each case as may be necessary to enforce the Note or as may be required by applicable e-sign laws. The Seller Interim Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Trustee; (p) Other than the security interest granted to the Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has and the Interim Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has and the Interim Trustee have not authorized the filing of and is not aware of any financing statements against the Seller or the Interim Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is and the Interim Trustee are not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding. The Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each Bxxx of Sale: (a) The Trustee is duly organized and validly existing in good standing under the law of its governing jurisdiction and has an office located within the State of Illinois. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms, each Sale Agreement and each Bxxx of Sale; (b) The Trustee has all requisite power and authority to enter into and to perform the terms of these Master Sale Terms and each Sale Agreement; and (c) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transaction contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser under each Sale Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms: (a) The Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days Delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of the Seller and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller to the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser or substituted by the Seller under each the related Sale Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (a) The Interim Trustee for the benefit of Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans;Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Trustee on behalf of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller;Seller; (c) The Loans constitute "“instruments" ” within the meaning of the applicable UCC;UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct;correct; (e) The Interim Trustee and Seller is are authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased or substituted by the SellerSeller and or the Interim Trustee, will be made pursuant to and consistent with the laws and regulations under which the Seller operatesand the Interim Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Interim Trustee or the Seller is a party or by which the Interim Trustee or the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);infancy); (g) No consents and approvals are required by the terms of the Loans to for the consummation of the sale of the Loans hereunder to the Seller;Interim Trustee; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated;originated; (i) Any payments on the Loans received by the Interim Trustee for the benefit of the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct;correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans;Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws;laws; (l) No Loan is more than sixty (60) days Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is more than sixty (60) days Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;Documents; (m) It is the intention of Seller the Seller, the Interim Trustee, the Purchaser, and the PurchaserTrustee, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller and the Interim Trustee to the Trustee for the benefit of the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's ’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to Seller;the Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder;hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. For Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such Note under which the relevant holder or servicer agrees to hold and maintain on its behalf the electronic records evidencing the Notes, in each case as may be necessary to enforce the Note or as may be required by applicable e­sign laws. The Seller Interim Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee;Interim Trustee; (p) Other than the security interest granted to the Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has and the Interim Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has and the Interim Trustee have not authorized the filing of and is not aware of any financing statements against the Seller or the Interim Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is and the Interim Trustee are not aware of any judgment or tax lien filings against the Seller; Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding. The Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each Xxxx of Sale: (a) The Trustee is duly organized and validly existing in good standing under the law of its governing jurisdiction and has an office located within the State of Illinois. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms, each Sale Agreement and each Xxxx of Sale; (b) The Trustee has all requisite power and authority to enter into and to perform the terms of these Master Sale Terms and each Sale Agreement; and (c) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transaction contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser or substituted by the Seller under each the related Sale Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms, that as of the related Purchase Date, or as of a date otherwise note: (a) The Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "“instruments" ” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased or substituted by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days or more Delinquent as of the Statistical Cutoff Date with respect to the Loans sold on the Closing Date and no loan is sixty (60) days or more Delinquent as of the Cutoff Date with respect to any Loans substituted after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of the Seller and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller to the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's ’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser or substituted by the Seller under each Sale the related Purchase Agreement and each Xxxx Bxxx of Sale executed pursuant to these Master Sale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (a) The Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Interim Trustee on behalf of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller;; and (c) The Loans constitute "“instruments" ” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased or substituted by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to for the consummation of the sale of the Loans hereunder to the SellerInterim Trustee; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is more than sixty (60) days Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of Seller the Seller, the Interim Trustee and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller to the Interim Trustee for the benefit of and on behalf of the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's ’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. For Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such Note under which the relevant holder or servicer agrees to hold and maintain on its behalf the electronic records evidencing the Notes, in each case as may be necessary to enforce the Note or as may be required by applicable e-sign laws. The Seller Interim Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Trustee; (p) Other than the security interest granted to the Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Interim Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding. The Interim Trustee represents and warrants that as of the date of each Purchase Agreement and each Bxxx of Sale: (a) The Interim Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of Illinois. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Bxxx of Sale; (b) The Interim Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; and (c) Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Interim Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser or substituted by the Seller under each the related Sale Agreement and each Xxxx Bxxx of Sale executed pursuant to these Master Sale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (a) The Interim Trustee for the benefit of Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Trustee on behalf of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "“instruments" ” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Interim Trustee and Seller is are authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased or substituted by the SellerSeller and or the Interim Trustee, will be made pursuant to and consistent with the laws and regulations under which the Seller operatesand the Interim Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Interim Trustee or the Seller is a party or by which the Interim Trustee or the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the SellerInterim Trustee; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Interim Trustee for the benefit of the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is more than sixty (60) days Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of Seller the Seller, the Interim Trustee, the Purchaser, and the PurchaserTrustee, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller and the Interim Trustee to the Trustee for the benefit of the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's ’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller; (n) The Interim Trustee and the Seller has have caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller Interim Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Trustee; (p) Other than the security interest granted to the Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has and the Interim Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has and the Interim Trustee have not authorized the filing of and is not aware of any financing statements against the Seller or the Interim Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is and the Interim Trustee are not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding. The Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each Bxxx of Sale: (a) The Trustee is duly organized and validly existing in good standing under the law of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms, each Sale Agreement and each Bxxx of Sale; (b) The Trustee has all requisite power and authority to enter into and to perform the terms of these Master Sale Terms and each Sale Agreement; and (c) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transaction contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser or substituted by the Seller under each Sale the related Purchase Agreement and each Xxxx Bxxx of Sale executed pursuant to these Master Sale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (a) The Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Interim Trustee on behalf of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller;; and (c) The Loans constitute "“instruments" ” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased or substituted by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the SellerInterim Trustee; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is more than sixty (60) days Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of Seller the Seller, the Interim Trustee and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller to the Interim Trustee for the benefit of and on behalf of the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's ’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller Interim Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Trustee; (p) Other than the security interest granted to the Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Interim Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding. The Interim Trustee represents and warrants that as of the date of each Purchase Agreement and each Bxxx of Sale: (a) The Interim Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Bxxx of Sale; (b) The Interim Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; and (c) Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Interim Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser or substituted by the Seller under each the related Sale Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (a) The Interim Trustee for the benefit of Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans;Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Trustee on behalf of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller;Seller; (c) The Loans constitute "“instruments" ” within the meaning of the applicable UCC;UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct;correct; (e) The Interim Trustee and Seller is are authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased or substituted by the SellerSeller and or the Interim Trustee, will be made pursuant to and consistent with the laws and regulations under which the Seller operatesand the Interim Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Interim Trustee or the Seller is a party or by which the Interim Trustee or the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller;Interim Trustee; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated;originated; (i) Any payments on the Loans received by the Interim Trustee for the benefit of the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct;correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans;Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws;laws; (l) No Loan is more than sixty (60) days or more Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is sixty (60) days or more Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;Documents; (m) It is the intention of Seller the Seller, the Interim Trustee, the Purchaser, and the PurchaserTrustee, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller and the Interim Trustee to the Trustee for the benefit of the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's ’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to Seller;the Seller; (n) The Interim Trustee and the Seller has have caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder;hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller Interim Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee;Interim Trustee; (p) Other than the security interest granted to the Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has and the Interim Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has and the Interim Trustee have not authorized the filing of and is not aware of any financing statements against the Seller or the Interim Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is and the Interim Trustee are not aware of any judgment or tax lien filings against the Seller; Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding. (a) The Trustee is duly organized and validly existing in good standing under the law of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms, each Sale Agreement and each Xxxx of Sale; (b) The Trustee has all requisite power and authority to enter into and to perform the terms of these Master Sale Terms and each Sale Agreement; and (c) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transaction contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser under each Sale Agreement and each Xxxx Bill of Sale executed pursuant to these Master Sale Terms: (a) Xxx Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days Delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of the Seller and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller to the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. The Seller has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. The Seller represents and warrants to the Purchaser as to the Loans purchased by the Purchaser or substituted by the Seller under each Sale the related Purchase Agreement and each Xxxx Bxxx of Sale executed pursuant to these Master Sale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (a) The Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans; (b) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Interim Trustee on behalf of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "“instruments" ” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (e) The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased or substituted by the Seller, will be made pursuant to and consistent with the laws and regulations under which the Seller operates, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to the Seller is a party or by which the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (f) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (g) No consents and approvals are required by the terms of the Loans to for the consumation of the sale of the Loans hereunder to the SellerInterim Trustee; (h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the Programs under which the Loan was originated; (i) Any payments on the Loans received by the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (j) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of the Loans; (k) Each Loan has been duly made and serviced in accordance with the provisions of all applicable Federal and state laws; (l) No Loan is more than sixty (60) days Delinquent as of the Statistical Cutoff Date with respect to the Loans sold on the Closing Date and no loan is more than sixty (60) days Delinquent as of the Cutoff Date with respect to any Loans substituted after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (m) It is the intention of Seller the Seller, the Interim Trustee and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller to the Interim Trustee for the benefit of and on behalf of the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's ’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller; (n) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan or the electronic records evidencing the same. For Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such Note under which the relevant holder or servicer agrees to hold and maintain on its behalf the electronic records evidencing the Notes, in each case as may be necessary to enforce the Note or as may be required by applicable e-sign laws. The Seller Interim Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Trustee; (p) Other than the security interest granted to the Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Interim Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (q) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding. The Interim Trustee represents and warrants that as of the date of each Purchase Agreement and each Bxxx of Sale: (a) The Interim Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of Illinois. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Bxxx of Sale; (b) The Interim Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; and (c) Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Interim Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.