Common use of Particular Clause in Contracts

Particular. SLMA represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accounts" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) 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 repurchase by SLMA, will be made pursuant to and consistent with the laws and regulations under which 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 which SLMA is a party or by which 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMA, the Interim Eligible Lender Trustee and Funding, and SLMA hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA to the 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 SLMA's estate in the event of the bankruptcy of SLMA or the appointment of a receiver with respect to SLMA; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Xxxxxx Xxx represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accountsinstruments" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Xxx, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Xxx is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two one hundred and ten twenty (210120) 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 SLMA Xxxxxx Xxx nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Mae, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Xxx hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Mae to the Interim Eligible Lender Trustee, for the benefit of and Trustee on behalf of Funding, Funding and that the beneficial interest in and title to such Loans not be part of SLMAXxxxxx Mae's estate in the event of the bankruptcy of SLMA Xxxxxx Mae or the appointment of a receiver with respect to SLMAXxxxxx Xxx; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each Purchase the related Sale Agreement and each Xxxx of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) SLMA 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender TrusteePurchaser, 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; (iiic) The Loans constitute "Accounts" “instruments” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (ivd) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (ve) SLMA 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 repurchase repurchased or substituted by SLMAthe Seller, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA the Seller is a party or by which SLMA 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; (vif) 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); (viig) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender TrusteeSeller; (viiih) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the Loan Program established under the Higher 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 Salewas originated; (ixi) Any payments on the Loans received by SLMA 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; (xj) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 Higher Education Act have been madeLoans; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xiik) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xiiil) No Loan is more than two hundred and ten sixty (21060) days delinquent 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 SLMA the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xivm) It is the intention of SLMA, the Interim Eligible Lender Trustee Seller and Fundingthe Purchaser, and SLMA the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA the Seller to the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, Purchaser and that the beneficial interest in and title to such Loans not be part of SLMA's the Seller’s estate in the event of the bankruptcy of SLMA the Seller or the appointment of a receiver with respect to SLMAthe Seller; (xvn) The Eligible Lender Trustee and the Seller have 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 Eligible Lender Trustee hereunder; (xvio) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of Loan or the electronic records evidencing the Notesame. The Eligible Lender Trustee 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 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;" (xviip) Other than the security interest granted to the Eligible Lender Trustee Purchaser pursuant to this Agreement, the Seller and the Interim Eligible Lender Trustee have has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have has not authorized the filing of and are is 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 Eligible Lender Trustee Purchaser hereunder or any of the security interest that has been terminatedterminated or released. The Seller and the Interim Eligible Lender Trustee are is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSeller; and (xviiiq) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Xxxxxx Mae represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accounts" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Mae is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Xxx, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Xxx to the 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 SLMAXxxxxx Mae's estate in the event of the bankruptcy of SLMA Xxxxxx Xxx or the appointment of a receiver with respect to SLMAXxxxxx Mae; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Xxxxxx Mae represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accountsinstruments" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and Section 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Mae is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two one hundred and ten twenty (210120) 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 SLMA Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Xxx, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Xxx to the Interim Eligible Lender Trustee, for the benefit of and Trustee on behalf of Funding, Funding and that the beneficial interest in and title to such Loans not be part of SLMAXxxxxx Mae's estate in the event of the bankruptcy of SLMA Xxxxxx Xxx or the appointment of a receiver with respect to SLMAXxxxxx Mae; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Seller represents and warrants to Funding Purchaser as to the Loans purchased by Funding Purchaser under each Purchase Sale Agreement and each Xxxx Bill of Sale executed pursuant to these Master Terms thatSale Terms: (ia) SLMA 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender TrusteePurchaser, 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; (iiic) The Loans constitute "Accountsinstruments" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (ivd) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (ve) SLMA 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 repurchase repurchased by SLMAthe Seller, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA the Seller is a party or by which SLMA 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; (vif) 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); (viig) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender TrusteeSeller; (viiih) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the Loan Program established under the Higher 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 Salewas originated; (ixi) Any payments on the Loans received by SLMA 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; (xj) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 Higher Education Act have been madeLoans; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xiik) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xiiil) No Loan is more than two hundred and ten sixty (21060) 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 SLMA the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xivm) It is the intention of SLMA, Seller and the Interim Eligible Lender Trustee and FundingPurchaser, and SLMA the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Seller to the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, Purchaser and that the beneficial interest in and title to such Loans not be part of SLMAthe Seller's estate in the event of the bankruptcy of SLMA the Seller or the appointment of a receiver with respect to SLMASeller; (xvn) The Eligible Lender Trustee and the Seller have 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 Eligible Lender Trustee hereunder; (xvio) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of Loan or the electronic records evidencing the Notesame. The Eligible Lender Trustee 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 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;" (xviip) Other than the security interest granted to the Eligible Lender Trustee Purchaser pursuant to this Agreement, the Seller and the Interim Eligible Lender Trustee have has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have has not authorized the filing of and are is 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 Eligible Lender Trustee Purchaser hereunder or any of the security interest that has been terminatedterminated or released. The Seller and the Interim Eligible Lender Trustee are is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSeller; and (xviiiq) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Xxxxxx Xxx represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accountsinstruments" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and Section 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Xxx, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Xxx is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two one hundred and ten twenty (210120) 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 SLMA Xxxxxx Xxx nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Mae, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Xxx hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Mae to the Interim Eligible Lender Trustee, for the benefit of and Trustee on behalf of Funding, Funding and that the beneficial interest in and title to such Loans not be part of SLMAXxxxxx Mae's estate in the event of the bankruptcy of SLMA Xxxxxx Mae or the appointment of a receiver with respect to SLMAXxxxxx Mae; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Xxxxxx Mae represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accounts" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Mae is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Xxx, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Xxx to the Interim Eligible Lender Trustee, for the benefit of and Trustee on behalf of Funding, Funding and that the beneficial interest in and title to such Loans not be part of SLMAXxxxxx Mae's estate in the event of the bankruptcy of SLMA Xxxxxx Xxx or the appointment of a receiver with respect to SLMAXxxxxx Mae; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Notepromissory note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each the related Purchase Agreement and each Xxxx of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) SLMA 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender TrusteeInterim 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 Interim Eligible Lender Trustee and the Seller;; and (iiic) The Loans constitute "Accounts" “instruments” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (ivd) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (ve) SLMA 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 repurchase repurchased or substituted by SLMAthe Seller, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA the Seller is a party or by which SLMA 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; (vif) 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); (viig) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Interim Trustee; (viiih) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the Loan Program established under the Higher 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 Salewas originated; (ixi) Any payments on the Loans received by SLMA 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; (xj) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 Higher Education Act have been madeLoans; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xiik) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xiiil) No Loan is more than two hundred and ten sixty (21060) days delinquent 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 SLMA the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xivm) It is the intention of SLMAthe Seller, the Interim Eligible Lender Trustee and Fundingthe Purchaser, and SLMA the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA the Seller to the Interim Eligible Lender Trustee, Trustee for the benefit of and on behalf of Funding, the Purchaser and that the beneficial interest in and title to such Loans not be part of SLMA's the Seller’s estate in the event of the bankruptcy of SLMA the Seller or the appointment of a receiver with respect to SLMAthe Seller; (xvn) The Eligible Lender Trustee and the Seller have 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 Eligible Lender Interim Trustee hereunder; (xvio) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of Loan or the electronic records evidencing the Notesame. The Eligible Lender 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 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;" (xviip) Other than the security interest granted to the Eligible Lender Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller and the Interim Eligible Lender Trustee have has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have has not authorized the filing of and are is 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 Eligible Lender Interim Trustee on behalf of the Purchaser hereunder or any of the security interest that has been terminatedterminated or released. The Seller and the Interim Eligible Lender Trustee are is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSeller; and (xviiiq) No Borrower of a 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. SLMA The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser under each Purchase Sale Agreement and each Xxxx of Sale executed pursuant to these Master Terms thatSale Terms: (ia) SLMA 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender TrusteePurchaser, 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; (iiic) The Loans constitute "Accountsinstruments" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (ivd) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (ve) SLMA 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 repurchase repurchased by SLMAthe Seller, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA the Seller is a party or by which SLMA 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; (vif) 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); (viig) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender TrusteeSeller; (viiih) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the Loan Program established under the Higher 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 Salewas originated; (ixi) Any payments on the Loans received by SLMA 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; (xj) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 Higher Education Act have been madeLoans; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xiik) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xiiil) No Loan is more than two hundred and ten sixty (21060) 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 SLMA the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xivm) It is the intention of SLMA, the Interim Eligible Lender Trustee Seller and Fundingthe Purchaser, and SLMA the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA the Seller to the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, Purchaser and that the beneficial interest in and title to such Loans not be part of SLMAthe Seller's estate in the event of the bankruptcy of SLMA the Seller or the appointment of a receiver with respect to SLMAthe Seller; (xvn) The Eligible Lender Trustee and the Seller have 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 Eligible Lender Trustee hereunder; (xvio) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of Loan or the electronic records evidencing the Notesame. The Eligible Lender Trustee 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 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;" (xviip) Other than the security interest granted to the Eligible Lender Trustee Purchaser pursuant to this Agreement, the Seller and the Interim Eligible Lender Trustee have has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have has not authorized the filing of and are is 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 Eligible Lender Trustee Purchaser hereunder or any of the security interest that has been terminatedterminated or released. The Seller and the Interim Eligible Lender Trustee are is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSeller; and (xviiiq) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each the related Purchase Agreement and each Xxxx of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) SLMA 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender TrusteeInterim 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 Interim Eligible Lender Trustee and the Seller; (iiic) The Loans constitute "Accounts" “instruments” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (ivd) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (ve) SLMA 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 repurchase repurchased or substituted by SLMAthe Seller, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA the Seller is a party or by which SLMA 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; (vif) 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); (viig) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Interim Trustee; (viiih) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the Loan Program established under the Higher 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 Salewas originated; (ixi) Any payments on the Loans received by SLMA 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; (xj) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 Higher Education Act have been madeLoans; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xiik) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xiiil) No Loan is more than two hundred and ten sixty (21060) days delinquent 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 SLMA the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xivm) It is the intention of SLMAthe Seller, the Interim Eligible Lender Trustee and Fundingthe Purchaser, and SLMA the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA the Seller to the Interim Eligible Lender Trustee, Trustee for the benefit of and on behalf of Funding, the Purchaser and that the beneficial interest in and title to such Loans not be part of SLMA's the Seller’s estate in the event of the bankruptcy of SLMA the Seller or the appointment of a receiver with respect to SLMAthe Seller; (xvn) The Eligible Lender Trustee and the Seller have 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 Eligible Lender Interim Trustee hereunder; (xvio) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of Loan or the electronic records evidencing the Notesame. The Eligible Lender 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 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;" (xviip) Other than the security interest granted to the Eligible Lender Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller and the Interim Eligible Lender Trustee have has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have has not authorized the filing of and are is 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 Eligible Lender Interim Trustee on behalf of the Purchaser hereunder or any of the security interest that has been terminatedterminated or released. The Seller and the Interim Eligible Lender Trustee are is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSeller; and (xviiiq) No Borrower of a 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. SLMA represents and warrants to Funding as to the Purchased Loans purchased by Funding under each the Initial Purchase Agreement and with respect to the Initial Loans, or each Xxxx of Sale Additional Purchase Agreement with respect to the Additional Loans, in each case executed pursuant to these Master Terms thatthat as of the date of the Initial Purchase Agreement, as of the Statistical Cutoff Date, or as of the related Additional Purchase Agreement, as applicable: (i) SLMA has good and marketable title to, and is the sole owner of, the Purchased 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 those Loans; (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible 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 SellerSLMA; (iii) The Purchased Loans constitute "Accounts" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Purchased Loans are Eligible Loans and the description of the such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) SLMA is authorized to sell, assign, transfer and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of the repurchase of a Purchased Loan repurchase by SLMA, will be made pursuant to and consistent with the laws and regulations under which 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 which SLMA is a party or by which 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; (vi) The Purchased 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); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) Each Purchased Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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 related Xxxx of Sale; (ix) Any payments on the Purchased Loans received by SLMA which that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchased Loans as of the related Cutoff Date as stated on the related Loan Transmittal Summary Form is true and correct; (x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Purchased 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) days delinquent past due as of the Statistical Cutoff Date, with respect to the Initial Loans, and the Subsequent Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither SLMA nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMA, the Interim Eligible Lender Trustee and Funding, and SLMA hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA to the 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 SLMA's estate in the event of the bankruptcy of SLMA or the appointment of a receiver with respect to SLMA; (xv) The With respect to the first sale of Loans from SLMA to the Interim Eligible Lender Trustee and for the Seller have benefit of Funding, it 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 Eligible Lender Trustee hereunder; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each the related Purchase Agreement and each Xxxx Bxxx of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) SLMA 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender TrusteeInterim 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 Interim Eligible Lender Trustee and the Seller;; and (iiic) The Loans constitute "Accounts" “instruments” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (ivd) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (ve) SLMA 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 repurchase repurchased or substituted by SLMAthe Seller, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA the Seller is a party or by which SLMA 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; (vif) 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); (viig) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Eligible Lender Interim Trustee; (viiih) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the Loan Program established under the Higher 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 Salewas originated; (ixi) Any payments on the Loans received by SLMA 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; (xj) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 Higher Education Act have been madeLoans; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xiik) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xiiil) No Loan is more than two hundred and ten sixty (21060) days delinquent 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 SLMA the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xivm) It is the intention of SLMAthe Seller, the Interim Eligible Lender Trustee and Fundingthe Purchaser, and SLMA the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA the Seller to the Interim Eligible Lender Trustee, Trustee for the benefit of and on behalf of Funding, the Purchaser and that the beneficial interest in and title to such Loans not be part of SLMA's the Seller’s estate in the event of the bankruptcy of SLMA the Seller or the appointment of a receiver with respect to SLMAthe Seller; (xvn) The Eligible Lender Trustee and the Seller have 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 Eligible Lender Interim Trustee hereunder; (xvio) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each LoanLoan 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 NoteNote 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 Eligible Lender 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 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;" (xviip) Other than the security interest granted to the Eligible Lender Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller and the Interim Eligible Lender Trustee have has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have has not authorized the filing of and are is 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 Eligible Lender Interim Trustee on behalf of the Purchaser hereunder or any of the security interest that has been terminatedterminated or released. The Seller and the Interim Eligible Lender Trustee are is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSeller; and (xviiiq) No Borrower of a 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. SLMA SLC represents and warrants to Funding SLC Receivables as to the Loans purchased by Funding SLC Receivables or substituted by SLC under each the related Purchase Agreement and each Xxxx of Sale executed pursuant these to this Master Terms thatPurchase Agreement as of the date of the related Purchase Agreement, or as of the date otherwise noted: (i) SLMA SLC 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; (ii) These This Master Terms create Purchase Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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 SellerSLC; (iii) The Loans constitute "Accounts" either “Payment Intangibles” or “Instruments” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA SLC 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 repurchase or substitution by SLMASLC, will be made pursuant to and consistent with the laws and regulations under which SLMA SLC 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 which SLMA SLC is a party or by which SLMA SLC 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each As of the Cutoff Date, or, in the case of any purchase following the Closing Date, as of the date of the related Purchase Agreement, each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Cutoff Date or, in the case of any purchase following the Closing Date, as of the date of the related Purchase Agreement, such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding SLC Receivables 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 related Xxxx of Sale; (ix) Any payments on the Loans received by SLMA which SLC that have been allocated to the reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the applicable Loans as of the Cutoff Date or, in the case of any substituted Loans, the related Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on 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 Higher Education Act have been made; (xi) 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 the related program under which such Loan was originated and all applicable federal and state laws; (xiii) No Loan is more than two one hundred and ten eighty (210180) days delinquent Delinquent as of October 31, 2009 or, in the case of any purchase following the Closing Date, as of the Cutoff Date date of the Purchase Agreement, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither SLMA SLC nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMA, the Interim Eligible Lender Trustee and Funding, and SLMA SLC hereby warrants that, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA SLC to the Interim Eligible Lender Trustee, for the benefit of and on behalf of FundingSLC Receivables, and that the beneficial interest in and title to such Loans shall not be part of SLMA's SLC’s estate in the event of the bankruptcy of SLMA SLC or the appointment of a receiver with respect to SLMASLC; (xv) The With respect to the first sale of Loans from SLC (and with respect to legal title of such Loans, the Eligible Lender Trustee for the benefit of and on behalf of the Seller have SLC) to SLC Receivables (and with respect to legal title of such Loans, the Eligible Lender Trustee for the benefit of and on behalf of the SLC Receivables), SLC has caused or will have caused, within ten daysdays of the Closing Date, 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 SLC Receivables hereunder; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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 TrusteeTrustee on behalf of SLC Receivables. All financing statements filed or to be filed against the Interim Eligible Lender Trustee and the Seller SLC in favor of the Eligible Lender Trustee SLC Receivables 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”;" (xvii) Other than the security interest granted to the Eligible Lender Trustee SLC Receivables pursuant to this Master Terms Purchase Agreement, the Seller and the Interim Eligible Lender Trustee have SLC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have SLC has not authorized the filing of and are is not aware of any financing statements against the Seller or the Interim Eligible Lender Trustee SLC that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Eligible Lender Trustee hereunder or any of the other security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are SLC is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSLC; and (xviii) No Borrower of a Loan as of the Cutoff Date or, in the case of any substitution following the Closing Date, as of the date of the related Purchase Agreement, is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA represents and warrants to Funding as to the Purchased Loans purchased by Funding or substituted by SLMA under each the related Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms thatas of the date of the related Purchase Agreement, or as of the date otherwise noted: (i) SLMA has good and marketable title to, and is the sole owner of, the Purchased 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 those Loans; (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible 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 SellerSLMA; (iii) The Purchased Loans constitute "“Accounts" ” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The As of the Statistical Cutoff Date, or, in the case of any purchase following the Closing Date, as of the date of the related Purchase Agreement, the Purchased Loans are Eligible Loans and the description of the Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) SLMA is authorized to sell, assign, transfer transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase or substitution by SLMA, will be made pursuant to and consistent with the laws and regulations under which 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 which SLMA is a party or by which 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; (vi) The Purchased 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); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) Each As of the Statistical Cutoff Date, or, in the case of any purchase following the Closing Date, as of the date of the related Purchase Agreement, each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Statistical Cutoff Date, or, in the case of any purchase following the Closing Date, as of the date of the related Purchase Agreement, 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 related Xxxx of Sale; (ix) Any payments on the Purchased Loans received by SLMA which that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchased Loans as of the Statistical Cutoff Date or, in the case of any substituted Loans, the related Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Purchased 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) days delinquent past due as of the Statistical Cutoff Date Date, or, in the case of any purchase following the Closing Date, as of the date of the related Purchase Agreement, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither SLMA nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMA, the Interim Eligible Lender Trustee and Funding, and SLMA hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA to the 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 SLMA's ’s estate in the event of the bankruptcy of SLMA or the appointment of a receiver with respect to SLMA; (xv) The With respect to the first sale of Loans from SLMA to the Interim Eligible Lender Trustee and for the Seller have benefit of Funding it has caused or will have caused, within ten daysdays of the Closing Date, 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 Eligible Lender Trustee hereunder; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Xxxxxx Mae represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accountsinstruments" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Mae is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two one hundred and ten twenty (210120) 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 SLMA Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Xxx, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Xxx to the Interim Eligible Lender Trustee, for the benefit of and Trustee on behalf of Funding, Funding and that the beneficial interest in and title to such Loans not be part of SLMAXxxxxx Mae's estate in the event of the bankruptcy of SLMA Xxxxxx Xxx or the appointment of a receiver with respect to SLMAXxxxxx Mae; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA SLC represents and warrants to Funding SLC Receivables as to the Loans purchased by Funding SLC Receivables or substituted by SLC under each the related Purchase Agreement and each Xxxx of Sale executed pursuant these to this Master Terms thatPurchase Agreement as of the date of the related Purchase Agreement, or as of the date otherwise noted: (i) SLMA SLC 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; (ii) These This Master Terms create Purchase Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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 SellerSLC; (iii) The Loans constitute "Accounts" either “Payment Intangibles” or “Instruments” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA SLC 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 repurchase or substitution by SLMASLC, will be made pursuant to and consistent with the laws and regulations under which SLMA SLC 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 which SLMA SLC is a party or by which SLMA SLC 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each As of the Cutoff Date, or, in the case of any purchase following the Closing Date, as of the date of the related Purchase Agreement, each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Cutoff Date or, in the case of any purchase following the Closing Date, as of the date of the related Purchase Agreement, such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding SLC Receivables 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 related Xxxx of Sale; (ix) Any payments on the Loans received by SLMA which SLC that have been allocated to the reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the applicable Loans as of the Cutoff Date or, in the case of any substituted Loans, the related Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on 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 Higher Education Act have been made; (xi) 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 the related program under which such Loan was originated and all applicable federal and state laws; (xiii) No Loan is more than two hundred and ten (210) days delinquent Delinquent as of the Cutoff Date Date, or, in the case of any purchase following the Closing Date, as of the date of the Purchase Agreement, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither SLMA SLC nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMA, the Interim Eligible Lender Trustee and Funding, and SLMA SLC hereby warrants that, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA SLC to the Interim Eligible Lender Trustee, for the benefit of and on behalf of FundingSLC Receivables, and that the beneficial interest in and title to such Loans shall not be part of SLMA's SLC’s estate in the event of the bankruptcy of SLMA SLC or the appointment of a receiver with respect to SLMASLC; (xv) The With respect to the first sale of Loans from SLC (and with respect to legal title of such Loans, the Eligible Lender Trustee for the benefit of and on behalf of the Seller have SLC) to SLC Receivables (and with respect to legal title of such Loans, the Eligible Lender Trustee for the benefit of and on behalf of the SLC Receivables), SLC has caused or will have caused, within ten daysdays of the Closing Date, 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 SLC Receivables hereunder; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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 TrusteeTrustee on behalf of SLC Receivables. All financing statements filed or to be filed against the Interim Eligible Lender Trustee and the Seller SLC in favor of the Eligible Lender Trustee SLC Receivables 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”;" (xvii) Other than the security interest granted to the Eligible Lender Trustee SLC Receivables pursuant to this Master Terms Purchase Agreement, the Seller and the Interim Eligible Lender Trustee have SLC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have SLC has not authorized the filing of and are is not aware of any financing statements against the Seller or the Interim Eligible Lender Trustee SLC that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Eligible Lender Trustee hereunder or any of the other security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are SLC is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSLC; and (xviii) No Borrower of a Loan as of the Cutoff Date or, in the case of any substitution following the Closing Date, as of the date of the related Purchase Agreement, is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA SLC represents and warrants to Funding SLC Receivables as to the Loans purchased by Funding SLC Receivables or substituted by SLC under each the related Purchase Agreement and each Xxxx of Sale executed pursuant these to this Master Terms thatPurchase Agreement as of the date of the related Purchase Agreement, or as of the date otherwise noted: (i) SLMA SLC 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; (ii) These This Master Terms create Purchase Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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 SellerSLC; (iii) The Loans constitute "Accounts" either “Payment Intangibles” or “Instruments” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA SLC 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 repurchase or substitution by SLMASLC, will be made pursuant to and consistent with the laws and regulations under which SLMA SLC 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 which SLMA SLC is a party or by which SLMA SLC 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each As of the Cutoff Date, or, in the case of any purchase following the Closing Date, as of the date of the related Purchase Agreement, each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Cutoff Date or, in the case of any purchase following the Closing Date, as of the date of the related Purchase Agreement, such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding SLC Receivables 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 related Xxxx of Sale; (ix) Any payments on the Loans received by SLMA which SLC that have been allocated to the reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the applicable Loans as of the Cutoff Date or, in the case of any substituted Loans, the related Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on 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 Higher Education Act have been made; (xi) 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 the related program under which such Loan was originated and all applicable federal and state laws; (xiii) No Loan is more than two hundred and ten (210) __________ days delinquent Delinquent as of __________, 20__ or, in the case of any purchase following the Closing Date, as of the Cutoff Date date of the Purchase Agreement, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither SLMA SLC nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMA, the Interim Eligible Lender Trustee and Funding, and SLMA SLC hereby warrants that, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA SLC to the Interim Eligible Lender Trustee, for the benefit of and on behalf of FundingSLC Receivables, and that the beneficial interest in and title to such Loans shall not be part of SLMA's SLC’s estate in the event of the bankruptcy of SLMA SLC or the appointment of a receiver with respect to SLMASLC; (xv) The With respect to the first sale of Loans from SLC (and with respect to legal title of such Loans, the Eligible Lender Trustee for the benefit of and on behalf of the Seller have SLC) to SLC Receivables (and with respect to legal title of such Loans, the Eligible Lender Trustee for the benefit of and on behalf of the SLC Receivables), SLC has caused or will have caused, within ten daysdays of the Closing Date, 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 SLC Receivables hereunder; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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 TrusteeTrustee on behalf of SLC Receivables. All financing statements filed or to be filed against the Interim Eligible Lender Trustee and the Seller SLC in favor of the Eligible Lender Trustee SLC Receivables 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”;" (xvii) Other than the security interest granted to the Eligible Lender Trustee SLC Receivables pursuant to this Master Terms Purchase Agreement, the Seller and the Interim Eligible Lender Trustee have SLC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have SLC has not authorized the filing of and are is not aware of any financing statements against the Seller or the Interim Eligible Lender Trustee SLC that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Eligible Lender Trustee hereunder or any of the other security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are SLC is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSLC; and (xviii) No Borrower of a Loan as of the Cutoff Date or, in the case of any substitution following the Closing Date, as of the date of the related Purchase Agreement, is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Xxxxxx Xxx represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accounts" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Xxx, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Xxx is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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 Trustee, on behalf of Funding 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA Xxxxxx Xxx nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Mae, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Xxx hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Mae to the 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 SLMAXxxxxx Mae's estate in the event of the bankruptcy of SLMA Xxxxxx Mae or the appointment of a receiver with respect to SLMAXxxxxx Xxx; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that which were executed electronically, the Servicer has possession of the electronic records evidencing the Notepromissory note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA SLC represents and warrants to Funding SLC Receivables as to the Loans purchased by Funding SLC Receivables or substituted by SLC under each the related Purchase Agreement and each Xxxx of Sale executed pursuant these to this Master Terms thatPurchase Agreement as of the date of the related Purchase Agreement, or as of the date otherwise noted: (i) SLMA SLC 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; (ii) These This Master Terms create Purchase Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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 SellerSLC; (iii) The Loans constitute "Accounts" either “Payment Intangibles” or “Instruments” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA SLC 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 repurchase or substitution by SLMASLC, will be made pursuant to and consistent with the laws and regulations under which SLMA SLC 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 which SLMA SLC is a party or by which SLMA SLC 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each As of the Cutoff Date, or, in the case of any purchase following the Closing Date, as of the date of the related Purchase Agreement, each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Cutoff Date or, in the case of any purchase following the Closing Date, as of the date of the related Purchase Agreement, such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding SLC Receivables 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 related Xxxx of Sale; (ix) Any payments on the Loans received by SLMA which SLC that have been allocated to the reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the applicable Loans as of the Cutoff Date or, in the case of any substituted Loans, the related Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on 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 Higher Education Act have been made; (xi) 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 the related program under which such Loan was originated and all applicable federal and state laws; (xiii) No Loan is more than two hundred and ten (210) days delinquent Delinquent as of May 31, 2010 or, in the case of any purchase following the Closing Date, as of the Cutoff Date date of the Purchase Agreement, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither SLMA SLC nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMA, the Interim Eligible Lender Trustee and Funding, and SLMA SLC hereby warrants that, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA SLC to the Interim Eligible Lender Trustee, for the benefit of and on behalf of FundingSLC Receivables, and that the beneficial interest in and title to such Loans shall not be part of SLMA's SLC’s estate in the event of the bankruptcy of SLMA SLC or the appointment of a receiver with respect to SLMASLC; (xv) The With respect to the first sale of Loans from SLC (and with respect to legal title of such Loans, the Eligible Lender Trustee for the benefit of and on behalf of the Seller have SLC) to SLC Receivables (and with respect to legal title of such Loans, the Eligible Lender Trustee for the benefit of and on behalf of the SLC Receivables), SLC has caused or will have caused, within ten daysdays of the Closing Date, 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 SLC Receivables hereunder; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) SLC has agreements with the previous holders or servicers of such Note under which the relevant holder or servicer agrees to hold and maintain the electronic records evidencing the Note. The Eligible Lender Trustee has , in its possession a copy of each case as may be necessary to enforce the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute Note or evidence the Loansas may be required by applicable e-sign laws. 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 TrusteeTrustee on behalf of SLC Receivables. All financing statements filed or to be filed against the Interim Eligible Lender Trustee and the Seller SLC in favor of the Eligible Lender Trustee SLC Receivables 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”;" (xvii) Other than the security interest granted to the Eligible Lender Trustee SLC Receivables pursuant to this Master Terms Purchase Agreement, the Seller and the Interim Eligible Lender Trustee have SLC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have SLC has not authorized the filing of and are is not aware of any financing statements against the Seller or the Interim Eligible Lender Trustee SLC that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Eligible Lender Trustee hereunder or any of the other security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are SLC is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSLC; and (xviii) No Borrower of a Loan as of the Cutoff Date or, in the case of any substitution following the Closing Date, as of the date of the related Purchase Agreement, is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Xxxxxx Xxx represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant to these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accounts" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Xxx, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Xxx is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Interim Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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 for the benefit and 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA Xxxxxx Xxx nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Mae, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Xxx hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Mae to the Interim Eligible Lender Trustee, Trustee for the benefit of and on behalf of Funding, Funding and that the beneficial interest in and title to such Loans not be part of SLMAXxxxxx Mae's estate in the event of the bankruptcy of SLMA Xxxxxx Mae or the appointment of a receiver with respect to SLMAXxxxxx Xxx; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Notepromissory note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Sallie Mae represents and warrants to Funding as to the Loans purchased xxxxxased by Funding under each Purchase Agreement and each Xxxx Bill of Sale executed pursuant these Master Terms that: (i) SLMA Sallie Mae has good and marketable title to, and is the sole xxxe 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; (ii) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accounts" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA Sallie Mae is authorized to sell, assign, transfer and repurchase xxxxrxxxse the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase by SLMASallie Mae, will be made pursuant to and consistent with the wxxx xxe laws and regulations under which SLMA Sallie Mae operates, and will not violate any decree, judgment xxxxxexx 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 SLMA Sallie Mae is a party or by which SLMA Sallie Mae or its property is bound, or constitute a default xxxxxxt (or xr an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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 Bill of Sale; (ix) Any payments on the Loans received recexxxx by SLMA Sallie Mae which have been allocated to reduction of principal xxxxxxpxx 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA Sallie Mae nor any predecessor holder of any Loan has waived xxxxxd any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMASallie Mae, the Interim Eligible Lender Trustee and FundingFxxxxxx, and SLMA xxd Sallie Mae hereby warrants that, the transfer and assignment assxxxxxxt herein contemplated constitute a valid sale of the Loans from SLMA Sallie Mae to the Interim Eligible Lender Trustee, for the benefit of and Trustee on behalf of Funding, xxxxxx xx Funding and that the beneficial interest in and title to such Loans not be part of SLMASallie Mae's estate in the event of the bankruptcy of SLMA Xxxxxe Mae or the appointment of a receiver with respect to SLMArespxxx xx Xxxlie Mae; (xv) The Eligible Lender Trustee and the Seller xxx Xxller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that which were executed electronically, the Servicer has possession of the electronic records evidencing the Notepromissory note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each the related Purchase Agreement and each Xxxx Bxxx of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) SLMA 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender TrusteeInterim 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 Interim Eligible Lender Trustee and the Seller;; and (iiic) The Loans constitute "Accounts" “instruments” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (ivd) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (ve) SLMA 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 repurchase repurchased or substituted by SLMAthe Seller, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA the Seller is a party or by which SLMA 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; (vif) 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); (viig) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Interim Trustee; (viiih) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the Loan Program established under the Higher 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 Salewas originated; (ixi) Any payments on the Loans received by SLMA 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; (xj) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 Higher Education Act have been madeLoans; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xiik) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xiiil) No Loan is more than two hundred and ten sixty (21060) days delinquent 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 SLMA the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xivm) It is the intention of SLMAthe Seller, the Interim Eligible Lender Trustee and Fundingthe Purchaser, and SLMA the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA the Seller to the Interim Eligible Lender Trustee, Trustee for the benefit of and on behalf of Funding, the Purchaser and that the beneficial interest in and title to such Loans not be part of SLMA's the Seller’s estate in the event of the bankruptcy of SLMA the Seller or the appointment of a receiver with respect to SLMAthe Seller; (xvn) The Eligible Lender Trustee and the Seller have 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 Eligible Lender Interim Trustee hereunder; (xvio) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of Loan or the electronic records evidencing the Notesame. The Eligible Lender 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 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;" (xviip) Other than the security interest granted to the Eligible Lender Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller and the Interim Eligible Lender Trustee have has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have has not authorized the filing of and are is 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 Eligible Lender Interim Trustee on behalf of the Purchaser hereunder or any of the security interest that has been terminatedterminated or released. The Seller and the Interim Eligible Lender Trustee are is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSeller; and (xviiiq) No Borrower of a 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. SLMA Xxxxxx Xxx represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accounts" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Mae is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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 Trustee, for the benefit and on behalf of Funding 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Xxx, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Xxx to the 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 SLMAXxxxxx Mae's estate in the event of the bankruptcy of SLMA Xxxxxx Xxx or the appointment of a receiver with respect to SLMAXxxxxx Mae; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that which were executed electronically, the Servicer has possession of the electronic records evidencing the Notepromissory note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "“Accounts" ” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) 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 repurchase by SLMA, will be made pursuant to and consistent with the laws and regulations under which 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 which SLMA is a party or by which 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMA, the Interim Eligible Lender Trustee and Funding, and SLMA hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA to the 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 SLMA's ’s estate in the event of the bankruptcy of SLMA or the appointment of a receiver with respect to SLMA; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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;"” (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Xxxxxx Mae represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accounts" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Mae is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Xxx, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Xxx to the Interim Eligible Lender Trustee, for the benefit of and Trustee on behalf of Funding, Funding and that the beneficial interest in and title to such Loans not be part of SLMAXxxxxx Mae's estate in the event of the bankruptcy of SLMA Xxxxxx Xxx or the appointment of a receiver with respect to SLMAXxxxxx Mae; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that which were executed electronically, the Servicer has possession of the electronic records evidencing the Notepromissory note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each the related Purchase Agreement and each Xxxx Bxxx of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) SLMA 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender TrusteeInterim 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 Interim Eligible Lender Trustee and the Seller; (iiic) The Loans constitute "Accounts" “instruments” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (ivd) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (ve) SLMA 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 repurchase repurchased or substituted by SLMAthe Seller, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA the Seller is a party or by which SLMA 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; (vif) 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); (viig) No consents and approvals are required by the terms of the Loans for the consummation consumation of the sale of the Loans hereunder to the Eligible Lender Interim Trustee; (viiih) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the Loan Program established under the Higher 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 Salewas originated; (ixi) Any payments on the Loans received by SLMA 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; (xj) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 Higher Education Act have been madeLoans; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xiik) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xiiil) No Loan is more than two hundred and ten sixty (21060) days delinquent 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 SLMA the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xivm) It is the intention of SLMAthe Seller, the Interim Eligible Lender Trustee and Fundingthe Purchaser, and SLMA the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA the Seller to the Interim Eligible Lender Trustee, Trustee for the benefit of and on behalf of Funding, the Purchaser and that the beneficial interest in and title to such Loans not be part of SLMA's the Seller’s estate in the event of the bankruptcy of SLMA the Seller or the appointment of a receiver with respect to SLMAthe Seller; (xvn) The Eligible Lender Trustee and the Seller have 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 Eligible Lender Interim Trustee hereunder; (xvio) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each LoanLoan 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 NoteNote 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 Eligible Lender 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 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;" (xviip) Other than the security interest granted to the Eligible Lender Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller and the Interim Eligible Lender Trustee have has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have has not authorized the filing of and are is 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 Eligible Lender Interim Trustee on behalf of the Purchaser hereunder or any of the security interest that has been terminatedterminated or released. The Seller and the Interim Eligible Lender Trustee are is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSeller; and (xviiiq) No Borrower of a 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. SLMA Xxxxxx Mae represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "“Accounts" ” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Mae is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Xxx, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Xxx to the 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 SLMA's Xxxxxx Mae’s estate in the event of the bankruptcy of SLMA Xxxxxx Xxx or the appointment of a receiver with respect to SLMAXxxxxx Mae; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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;"” (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx Bxxx of Sale executed pursuant these Master Terms that: (i) 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "“Accounts" ” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) 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 repurchase by SLMA, will be made pursuant to and consistent with the laws and regulations under which 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 which SLMA is a party or by which 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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 Bxxx of Sale; (ix) Any payments on the Loans received by 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMA, the Interim Eligible Lender Trustee and Funding, and SLMA hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA to the 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 SLMA's ’s estate in the event of the bankruptcy of SLMA or the appointment of a receiver with respect to SLMA; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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;"” (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Xxxxxx Xxx represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accounts" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Xxx, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Xxx is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA Xxxxxx Xxx nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Mae, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Xxx hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Mae to the Interim Eligible Lender Trustee, for the benefit of and Trustee on behalf of Funding, Funding and that the beneficial interest in and title to such Loans not be part of SLMAXxxxxx Mae's estate in the event of the bankruptcy of SLMA Xxxxxx Mae or the appointment of a receiver with respect to SLMAXxxxxx Mae; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Notepromissory note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Seller represents and warrants to Funding Purchaser as to the Loans purchased by Funding Purchaser under each Purchase Sale Agreement and each Xxxx of Sale executed pursuant to these Master Terms thatSale Terms: (ia) SLMA 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender TrusteePurchaser, 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; (iiic) The Loans constitute "Accountsinstruments" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (ivd) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (ve) SLMA 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 repurchase repurchased by SLMAthe Seller, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA the Seller is a party or by which SLMA 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; ; (vif) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMA, the Interim Eligible Lender Trustee and Funding, and SLMA hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA to the 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 SLMA's estate in the event of the bankruptcy of SLMA or the appointment of a receiver with respect to SLMA; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Xxxxxx Mae represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accounts" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Mae is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Xxx, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Xxx to the Interim Eligible Lender Trustee, for the benefit of and Trustee on behalf of Funding, Funding and that the beneficial interest in and title to such Loans not be part of SLMAXxxxxx Mae's estate in the event of the bankruptcy of SLMA Xxxxxx Xxx or the appointment of a receiver with respect to SLMAXxxxxx Mae; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Seller represents and warrants to Funding Purchaser as to the Loans purchased by Funding Purchaser under each Purchase Sale Agreement and each Xxxx Bxxx of Sale executed pursuant to these Master Terms thatSale Terms: (ia) SLMA 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender TrusteePurchaser, 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; (iiic) The Loans constitute "Accounts" “instruments” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (ivd) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (ve) SLMA 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 repurchase repurchased by SLMAthe Seller, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA the Seller is a party or by which SLMA 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; (vif) 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); (viig) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender TrusteeSeller; (viiih) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the Loan Program established under the Higher 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 Salewas originated; (ixi) Any payments on the Loans received by SLMA 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; (xj) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 Higher Education Act have been madeLoans; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xiik) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xiiil) No Loan is more than two hundred and ten sixty (21060) 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 SLMA the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xivm) It is the intention of SLMA, Seller and the Interim Eligible Lender Trustee and FundingPurchaser, and SLMA the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Seller to the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, Purchaser and that the beneficial interest in and title to such Loans not be part of SLMA's the Seller’s estate in the event of the bankruptcy of SLMA the Seller or the appointment of a receiver with respect to SLMASeller; (xvn) The Eligible Lender Trustee and the Seller have 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 Eligible Lender Trustee hereunder; (xvio) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of Loan or the electronic records evidencing the Notesame. The Eligible Lender Trustee 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 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;" (xviip) Other than the security interest granted to the Eligible Lender Trustee Purchaser pursuant to this Agreement, the Seller and the Interim Eligible Lender Trustee have has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have has not authorized the filing of and are is 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 Eligible Lender Trustee Purchaser hereunder or any of the security interest that has been terminatedterminated or released. The Seller and the Interim Eligible Lender Trustee are is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSeller; and (xviiiq) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each the related Purchase Agreement and each Xxxx Bxxx of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) SLMA 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender TrusteeInterim 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 Interim Eligible Lender Trustee and the Seller; (iiic) The Loans constitute "Accounts" “instruments” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (ivd) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (ve) SLMA 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 repurchase repurchased or substituted by SLMAthe Seller, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA the Seller is a party or by which SLMA 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; (vif) 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); (viig) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Interim Trustee; (viiih) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the Loan Program established under the Higher 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 Salewas originated; (ixi) Any payments on the Loans received by SLMA 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; (xj) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 Higher Education Act have been madeLoans; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xiik) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xiiil) No Loan is more than two hundred and ten sixty (21060) days delinquent 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 SLMA the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xivm) It is the intention of SLMAthe Seller, the Interim Eligible Lender Trustee and Fundingthe Purchaser, and SLMA the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA the Seller to the Interim Eligible Lender Trustee, Trustee for the benefit of and on behalf of Funding, the Purchaser and that the beneficial interest in and title to such Loans not be part of SLMA's the Seller’s estate in the event of the bankruptcy of SLMA the Seller or the appointment of a receiver with respect to SLMAthe Seller; (xvn) The Eligible Lender Trustee and the Seller have 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 Eligible Lender Interim Trustee hereunder; (xvio) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of Loan or the electronic records evidencing the Notesame. The Eligible Lender 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 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;" (xviip) Other than the security interest granted to the Eligible Lender Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller and the Interim Eligible Lender Trustee have has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have has not authorized the filing of and are is 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 Eligible Lender Interim Trustee on behalf of the Purchaser hereunder or any of the security interest that has been terminatedterminated or released. The Seller and the Interim Eligible Lender Trustee are is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSeller; and (xviiiq) No Borrower of a 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. SLMA Xxxxxx Xxx represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accountsinstruments" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and Section 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Mae is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two one hundred and ten twenty (210120) 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 SLMA Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Xxx, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Xxx to the Interim Eligible Lender Trustee, for the benefit of and Trustee on behalf of Funding, Funding and that the beneficial interest in and title to such Loans not be part of SLMAXxxxxx Mae's estate in the event of the bankruptcy of SLMA Xxxxxx Xxx or the appointment of a receiver with respect to SLMAXxxxxx Mae; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA Xxxxxx Mae represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Sale executed pursuant these Master Terms that: (i) SLMA 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 or counterclaims have been asserted or threatened with respect to the Loans; (ii) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible 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; (iii) The Loans constitute "Accounts" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement and the Loan Transmittal Summary Form is true and correct; (v) SLMA 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 repurchase by SLMAXxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA Xxxxxx Mae is a party or by which SLMA 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; (vi) 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); (vii) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender Trustee; (viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher 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; (ix) Any payments on the Loans received by SLMA 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; (x) 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 Higher Education Act have been made; (xi) 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 and state laws; (xiii) No Loan is more than two hundred and ten (210) 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 SLMA Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xiv) It is the intention of SLMAXxxxxx Xxx, the Interim Eligible Lender Trustee and Funding, and SLMA Xxxxxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA Xxxxxx Xxx to the 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 SLMAXxxxxx Mae's estate in the event of the bankruptcy of SLMA Xxxxxx Xxx or the appointment of a receiver with respect to SLMAXxxxxx Mae; (xv) The Eligible Lender Trustee and the Seller 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; (xvi) Except for Loans executed electronically, there is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Notepromissory note. The 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;" (xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, the Seller 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 and the Interim Eligible Lender Trustee have not authorized the filing of and 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 Eligible Lender Trustee hereunder or any of the security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and (xviii) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. SLMA The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser under each Purchase Sale Agreement and each Xxxx Bill of Sale executed pursuant to these Master Terms thatSale Terms: (ia) SLMA 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) These Master Terms create This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender TrusteePurchaser, 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; (iiic) The Loans constitute "Accountsinstruments" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education ActUCC; (ivd) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (ve) SLMA 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 repurchase repurchased by SLMAthe Seller, will be made pursuant to and consistent with the laws and regulations under which SLMA 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 which SLMA the Seller is a party or by which SLMA 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; (vif) 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); (viig) No consents and approvals are required by the terms of the Loans for the consummation of to the sale of the Loans hereunder to the Eligible Lender TrusteeSeller; (viiih) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the Loan Program established under the Higher 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 Salewas originated; (ixi) Any payments on the Loans received by SLMA 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; (xj) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 Higher Education Act have been madeLoans; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xiik) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xiiil) No Loan is more than two hundred and ten sixty (21060) 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 SLMA the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xivm) It is the intention of SLMA, the Interim Eligible Lender Trustee Seller and Fundingthe Purchaser, and SLMA the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from SLMA the Seller to the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, Purchaser and that the beneficial interest in and title to such Loans not be part of SLMAthe Seller's estate in the event of the bankruptcy of SLMA the Seller or the appointment of a receiver with respect to SLMAthe Seller; (xvn) The Eligible Lender Trustee and the Seller have 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 Eligible Lender Trustee hereunder; (xvio) Except for Loans executed electronically, there There is only one original executed copy of the Note promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of Loan or the electronic records evidencing the Notesame. The Eligible Lender Trustee 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 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;" (xviip) Other than the security interest granted to the Eligible Lender Trustee Purchaser pursuant to this Agreement, the Seller and the Interim Eligible Lender Trustee have has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have has not authorized the filing of and are is 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 Eligible Lender Trustee Purchaser hereunder or any of the security interest that has been terminatedterminated or released. The Seller and the Interim Eligible Lender Trustee are is not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender TrusteeSeller; and (xviiiq) No Borrower of a any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.