Common use of Particular Clause in Contracts

Particular. 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) Xxxxxx Mae has good 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) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement is true and correct; (iii) 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 Xxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which 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 Xxxxxx Mae is a party or by which 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; (iv) 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); (v) 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; (vi) Any payments on the Loans received by 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; (vii) 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; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ix) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (x) No Loan is more than one hundred and twenty (120) 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 Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xi) It is the intention of Xxxxxx Xxx, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Xxx to the Interim Eligible Lender Trustee on behalf of Funding and that the beneficial interest in and title to such Loans not be part of Xxxxxx Mae's estate in the event of the bankruptcy of Xxxxxx Xxx or the appointment of a receiver with respect to Xxxxxx Mae; (xii) There is only one original executed copy of the promissory note evidencing each Loan; and (xiii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Mae 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) Xxxxxx Mae 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) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (iiie) Xxxxxx Xxx 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 Xxxxxx Maethe Seller, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Xxx 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 Xxxxxx Mae the Seller is a party or by which Xxxxxx Xxx 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the 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; (vii) Any payments on the Loans received by Xxxxxx Xxx 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; (viij) 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; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) 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 Xxxxxx Mae the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of Xxxxxx Xxx, Seller and the Interim Eligible Lender Trustee and FundingPurchaser, and Xxxxxx Mae the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Xxx Seller to the Interim Eligible Lender Trustee on behalf of Funding Purchaser and that the beneficial interest in and title to such Loans not be part of Xxxxxx Maethe Seller's estate in the event of the bankruptcy of Xxxxxx Xxx the Seller or the appointment of a receiver with respect to Xxxxxx MaeSeller; (xiin) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Seller has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Mae 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) Xxxxxx Mae Xxx has good 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) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement is true and correct; (iii) Xxxxxx Xxx 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 Xxxxxx MaeXxx, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Xxx 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 Xxxxxx Mae Xxx is a party or by which Xxxxxx Xxx 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; (iv) 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); (v) 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; (vi) Any payments on the Loans received by Xxxxxx Xxx 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; (vii) 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; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ix) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (x) No Loan is more than one hundred and twenty (120) 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 Xxxxxx Mae Xxx nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xi) It is the intention of Xxxxxx XxxMae, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Mae Xxx hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Xxx Mae to the Interim Eligible Lender Trustee on behalf of Funding and that the beneficial interest in and title to such Loans not be part of Xxxxxx Mae's estate in the event of the bankruptcy of Xxxxxx Xxx Mae or the appointment of a receiver with respect to Xxxxxx MaeXxx; (xii) There is only one original executed copy of the promissory note evidencing each Loan; and (xiii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Mae 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) Xxxxxx Mae 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) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (iiie) Xxxxxx Xxx 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 Xxxxxx Maethe Seller, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Xxx 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 Xxxxxx Mae the Seller is a party or by which Xxxxxx Xxx 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the 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; (vii) Any payments on the Loans received by Xxxxxx Xxx 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; (viij) 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; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent or more Delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither Xxxxxx Mae the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of Xxxxxx Xxx, Seller and the Interim Eligible Lender Trustee and FundingPurchaser, and Xxxxxx Mae the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Xxx Seller to the Interim Eligible Lender Trustee on behalf of Funding Purchaser and that the beneficial interest in and title to such Loans not be part of Xxxxxx Maethe Seller's estate in the event of the bankruptcy of Xxxxxx Xxx the Seller or the appointment of a receiver with respect to Xxxxxx MaeSeller; (xiin) The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Seller has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Mae 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) Xxxxxx Mae Xxx has good 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) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement is true and correct; (iii) Xxxxxx Xxx 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 Xxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which 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 Xxxxxx Mae is a party or by which 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; (iv) 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); (v) 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; (vi) Any payments on the Loans received by 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; (vii) 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; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ix) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (x) No Loan is more than one hundred and twenty (120) 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 Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xi) It is the intention of Xxxxxx Xxx, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Xxx to the Interim Eligible Lender Trustee on behalf of Funding and that the beneficial interest in and title to such Loans not be part of Xxxxxx Mae's estate in the event of the bankruptcy of Xxxxxx Xxx or the appointment of a receiver with respect to Xxxxxx Mae; (xii) There is only one original executed copy of the promissory note evidencing each Loan; and (xiii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Mae 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) Xxxxxx Mae Xxx has good 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) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement is true and correct; (iii) Xxxxxx Xxx 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 Xxxxxx MaeXxx, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Xxx 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 Xxxxxx Mae Xxx is a party or by which Xxxxxx Xxx 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; (iv) 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); (v) 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; (vi) Any payments on the Loans received by Xxxxxx Xxx 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; (vii) 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; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ix) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (x) No Loan is more than one hundred and twenty (120) 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 Xxxxxx Mae Xxx nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xi) It is the intention of Xxxxxx XxxMae, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Mae Xxx hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Xxx Mae to the Interim Eligible Lender Trustee on behalf of Funding and that the beneficial interest in and title to such Loans not be part of Xxxxxx Mae's estate in the event of the bankruptcy of Xxxxxx Xxx Mae or the appointment of a receiver with respect to Xxxxxx Mae; (xii) There is only one original executed copy of the promissory note evidencing each Loan; and (xiii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Mae Sallxx Xxx represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Bill xx Sale executed pursuant these Master Terms that: (i) Xxxxxx Mae Sallxx Xxx has good 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) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement is true and correct; (iii) Xxxxxx Sallxx Xxx is xx 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 Xxxxxx Sallxx Mae, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Sallxx Xxx operatesxxxrates, 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 Xxxxxx Mae Sallxx Xxx is a party or by which Xxxxxx Sallxx Xxx or xx 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; (iv) 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); (v) 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 Bill xx Sale; (vi) Any payments on the Loans received by Xxxxxx Sallxx Xxx which xxxch 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; (vii) 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; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ix) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (x) No Loan is more than one hundred and twenty ninety (12090) 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 Xxxxxx Mae Sallxx Xxx nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xi) It is the intention of Xxxxxx Sallxx Xxx, the xxe Interim Eligible Lender Trustee and Funding, and Xxxxxx Mae Sallxx Xxx hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Sallxx Xxx to xx the Interim Eligible Lender Trustee on behalf of Funding and that the beneficial interest in and title to such Loans not be part of Xxxxxx MaeSallxx Xxx's estate in the event of the bankruptcy of Xxxxxx Sallxx Xxx or xx the appointment of a receiver with respect to Xxxxxx MaeSallxx Xxx; (xii) There is only one original executed copy of the promissory note evidencing each Loan; and (xiii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. 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) Xxxxxx Mae has good 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) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement is true and correct; (iii) 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 Xxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which 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 Xxxxxx Mae is a party or by which 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; (iv) 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); (v) 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; (vi) Any payments on the Loans received by 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; (vii) 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; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ix) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (x) No Loan is more than one hundred and twenty ninety (12090) 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 Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xi) It is the intention of Xxxxxx Xxx, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Xxx to the Interim Eligible Lender Trustee on behalf of Funding and that the beneficial interest in and title to such Loans not be part of Xxxxxx Mae's estate in the event of the bankruptcy of Xxxxxx Xxx or the appointment of a receiver with respect to Xxxxxx Mae; (xii) There is only one original executed copy of the promissory note evidencing each Loan; and (xiii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Mae Sallxx Xxx represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each Xxxx of Bill xx Sale executed pursuant these Master Terms that: (i) Xxxxxx Mae Sallxx Xxx has good 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) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement is true and correct; (iii) Xxxxxx Sallxx Xxx is xx 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 Xxxxxx MaeSallxx Xxx, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Sallxx Xxx operatesxxxrates, 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 Xxxxxx Mae Sallxx Xxx is a party or by which Xxxxxx Sallxx Xxx or xx 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; (iv) 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); (v) 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 Bill xx Sale; (vi) Any payments on the Loans received by Xxxxxx Sallxx 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; (vii) 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; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ix) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (x) No Loan is more than one hundred and twenty (120) 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 Xxxxxx Mae Sallxx Xxx nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xi) It is the intention of Xxxxxx Sallxx Xxx, the xxe Interim Eligible Lender Trustee and Funding, and Xxxxxx Mae Sallxx Xxx hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Sallxx Xxx to xx the Interim Eligible Lender Trustee on behalf of Funding and that the beneficial interest in and title to such Loans not be part of Xxxxxx MaeSallxx Xxx's estate in the event of the bankruptcy of Xxxxxx Sallxx Xxx or xx the appointment of a receiver with respect to Xxxxxx MaeSallxx Xxx; (xii) There is only one original executed copy of the promissory note evidencing each Loan; and (xiii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. 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) Xxxxxx Mae has good 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) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement is true and correct; (iii) 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 Xxxxxx Mae, will be made pursuant to and consistent with the laws and regulations under which 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 Xxxxxx Mae is a party or by which 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; (iv) 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); (v) 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; (vi) Any payments on the Loans received by 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; (vii) 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; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ix) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (x) No Loan is more than one hundred and twenty (120) 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 Xxxxxx Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xi) It is the intention of Xxxxxx Xxx, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Xxx Mae to the Interim Eligible Lender Trustee on behalf of Funding and that the beneficial interest in and title to such Loans not be part of Xxxxxx Mae's estate in the event of the bankruptcy of Xxxxxx Xxx Mae or the appointment of a receiver with respect to Xxxxxx MaeXxx; (xii) There is only one original executed copy of the promissory note evidencing each Loan; and (xiii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.