Common use of Particular Clause in Contracts

Particular. 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) 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) 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 "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 Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement is true and correct; (v) 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 Xxxxxx Xxx, will be made pursuant to and consistent with the laws and regulations under which 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 Xxxxxx Xxx is a party or by which 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 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 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 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 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 Xxxxxx Mae, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx 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 Mae or the appointment of a receiver with respect to Xxxxxx 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) There is only one original executed copy of the promissory note evidencing each Loan. 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 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. 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) 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) 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 "instruments" 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 is true and correct; (v) 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 Xxxxxx Xxx, will be made pursuant to and consistent with the laws and regulations under which 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 Xxxxxx Xxx is a party or by which 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 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 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 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 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 Xxxxxx Mae, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx 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 Mae or the appointment of a receiver with respect to Xxxxxx XxxMae; (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) There is only one original executed copy of the promissory note evidencing each Loan. 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 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Xxx 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 Xxx 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) 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 "instruments" 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 is true and correct; (v) Xxxxxx Mae 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 XxxMae, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Mae 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 Xxx Mae is a party or by which Xxxxxx Mae 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 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 Xxxxxx Mae 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 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 Xxx 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 Xxxxxx MaeXxx, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Mae 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 Mae Xxx or the appointment of a receiver with respect to Xxxxxx XxxMae; (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) There is only one original executed copy of the promissory note evidencing each Loan. 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 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Xxx 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) Xxxxxx Xxx 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) This Agreement creates These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the 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 "instruments" “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) Xxxxxx Mae 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 Xxxxxx XxxSLMA, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Mae 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 Xxxxxx Xxx SLMA is a party or by which Xxxxxx Mae 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 to 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 Xxxxxx Mae 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 one two hundred and twenty ten (120210) 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 Xxx 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 Xxxxxx MaeSLMA, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx SLMA hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Mae SLMA 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 Xxxxxx Mae's SLMA’s estate in the event of the bankruptcy of Xxxxxx Mae SLMA or the appointment of a receiver with respect to Xxxxxx XxxSLMA; (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) There Except for Loans executed electronically, there is only one original executed copy of the promissory note 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Xxx 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) Xxxxxx Xxx 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) This Agreement creates These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the 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 "instruments" “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) Xxxxxx Mae 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 Xxxxxx XxxSLMA, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Mae 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 Xxxxxx Xxx SLMA is a party or by which Xxxxxx Mae 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 to 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 Xxxxxx Mae 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 one two hundred and twenty ten (120210) 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 Xxx 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 Xxxxxx MaeSLMA, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx SLMA hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Mae SLMA 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 Xxxxxx Mae's SLMA’s estate in the event of the bankruptcy of Xxxxxx Mae SLMA or the appointment of a receiver with respect to Xxxxxx XxxSLMA; (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) There Except for Loans executed electronically, there is only one original executed copy of the promissory note 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Xxx 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 Xxx 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) 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 "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 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) Xxxxxx Mae 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 XxxMae, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Mae 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 Xxx Mae is a party or by which Xxxxxx Mae 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 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 Xxxxxx Mae 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 one two hundred and twenty ten (120210) 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 Xxx 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 Xxxxxx MaeXxx, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Mae 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 Mae Xxx or the appointment of a receiver with respect to Xxxxxx XxxMae; (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) There Except for Loans executed electronically, there is only one original executed copy of the promissory note evidencing each Loan. For Loans which were executed electronically, the Servicer has possession of the electronic records evidencing the promissory 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 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Xxx 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 Xxx 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) 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 "instrumentsAccounts" 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) Xxxxxx Mae 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 XxxMae, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Mae 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 Xxx Mae is a party or by which Xxxxxx Mae 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 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 Xxxxxx Mae 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 one two hundred and twenty ten (120210) 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 Xxx 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 Xxxxxx MaeXxx, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Mae Xxx 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 Xxxxxx Mae's estate in the event of the bankruptcy of Xxxxxx Mae Xxx or the appointment of a receiver with respect to Xxxxxx XxxMae; (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) There Except for Loans executed electronically, there is only one original executed copy of the promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the promissory 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 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. 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) 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) 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 "instrumentsAccounts" 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) 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 Xxxxxx Xxx, will be made pursuant to and consistent with the laws and regulations under which 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 Xxxxxx Xxx is a party or by which 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 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 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 one two hundred and twenty ten (120210) 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 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 Xxxxxx Mae, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit and 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 Mae or the appointment of a receiver with respect to Xxxxxx 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) There Except for Loans executed electronically, there is only one original executed copy of the promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the promissory 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 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Xxx 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) Xxxxxx Xxx 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) 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 "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 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) Xxxxxx 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 Xxxxxx XxxSallie Mae, will be made pursuant to and consistent with the wxxx xxe laws and regulations under which Xxxxxx 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 Xxxxxx Xxx Sallie Mae is a party or by which Xxxxxx 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 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 Xxxxxx 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 one two hundred and twenty ten (120210) 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 Xxx 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 Xxxxxx Sallie Mae, the Interim Eligible Lender Trustee and FundingFxxxxxx, and Xxxxxx Xxx xxd Sallie Mae hereby warrants that, the transfer and assignment assxxxxxxt herein contemplated constitute a valid sale of the Loans from Xxxxxx Sallie Mae to the Interim Eligible Lender Trustee on behalf of xxxxxx xx Funding and that the beneficial interest in and title to such Loans not be part of Xxxxxx Sallie Mae's estate in the event of the bankruptcy of Xxxxxx Xxxxxe Mae or the appointment of a receiver with respect to Xxxxxx Xxxrespxxx 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) There Except for Loans executed electronically, there is only one original executed copy of the promissory note evidencing each Loan. For Loans which were executed electronically, the Servicer has possession of the electronic records evidencing the promissory 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 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. 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) 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) 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 "instrumentsAccounts" 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) 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 Xxxxxx XxxMae, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Mae 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 Xxx Mae is a party or by which Xxxxxx Mae 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 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 Xxxxxx Mae 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 one two hundred and twenty ten (120210) 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 Xxx 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 Xxxxxx MaeXxx, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Mae Xxx to the Interim Eligible Lender Trustee Trustee, for the benefit and on behalf of Funding 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 Mae Xxx or the appointment of a receiver with respect to Xxxxxx XxxMae; (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) There Except for Loans executed electronically, there is only one original executed copy of the promissory note evidencing each Loan. For Loans which were executed electronically, the Servicer has possession of the electronic records evidencing the promissory 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 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Xxx 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 Xxx 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) 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 "instrumentsAccounts" 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) Xxxxxx Mae 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 XxxMae, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Mae 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 Xxx Mae is a party or by which Xxxxxx Mae 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 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 Xxxxxx Mae 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 one two hundred and twenty ten (120210) 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 Xxx 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 Xxxxxx MaeXxx, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Mae 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 Mae Xxx or the appointment of a receiver with respect to Xxxxxx XxxMae; (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) There Except for Loans executed electronically, there is only one original executed copy of the promissory note evidencing each Loan. 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 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Xxx 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 Xxx 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) This Agreement creates These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the 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 "instruments" “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) Xxxxxx Mae 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 XxxMae, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Mae 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 Xxx Mae is a party or by which Xxxxxx Mae 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 to 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 Xxxxxx Mae 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 one two hundred and twenty ten (120210) 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 Xxx 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 Xxxxxx MaeXxx, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Mae Xxx 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 Xxxxxx Mae's ’s estate in the event of the bankruptcy of Xxxxxx Mae Xxx or the appointment of a receiver with respect to Xxxxxx XxxMae; (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) There Except for Loans executed electronically, there is only one original executed copy of the promissory note 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 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. 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) 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) 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 "instrumentsAccounts" 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) 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 Xxxxxx Xxx, will be made pursuant to and consistent with the laws and regulations under which 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 Xxxxxx Xxx is a party or by which 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 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 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 one two hundred and twenty ten (120210) 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 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 Xxxxxx Mae, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx 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 Mae or the appointment of a receiver with respect to Xxxxxx XxxMae; (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) There Except for Loans executed electronically, there is only one original executed copy of the promissory note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the promissory 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 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. 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) 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) 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 "instruments" 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 is true and correct; (v) 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 Xxxxxx XxxMae, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Mae 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 Xxx Mae is a party or by which Xxxxxx Mae 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 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 Xxxxxx Mae 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 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 Xxx 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 Xxxxxx MaeXxx, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Mae 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 Mae Xxx or the appointment of a receiver with respect to Xxxxxx XxxMae; (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) There is only one original executed copy of the promissory note evidencing each Loan. 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 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. 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) 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) 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 "instrumentsAccounts" 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) 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 Xxxxxx Xxx, will be made pursuant to and consistent with the laws and regulations under which 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 Xxxxxx Xxx is a party or by which 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 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 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 one two hundred and twenty ten (120210) 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 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 Xxxxxx Mae, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Mae to the Interim Eligible Lender Trustee Trustee, for the benefit and on behalf of Funding 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 Mae or the appointment of a receiver with respect to Xxxxxx 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) There Except for Loans executed electronically, there is only one original executed copy of the promissory note evidencing each Loan. For Loans which were executed electronically, the Servicer has possession of the electronic records evidencing the promissory 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 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. Xxxxxx Xxx 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 Xxx 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) 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 "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 Act; (iv) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement is true and correct; (v) Xxxxxx Mae 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 XxxMae, will be made pursuant to and consistent with the laws and regulations under which Xxxxxx Mae 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 Xxx Mae is a party or by which Xxxxxx Mae 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 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 Xxxxxx Mae 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 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 Xxx 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 Xxxxxx MaeXxx, the Interim Eligible Lender Trustee and Funding, and Xxxxxx Xxx Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Xxxxxx Mae 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 Mae Xxx or the appointment of a receiver with respect to Xxxxxx XxxMae; (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) There is only one original executed copy of the promissory note evidencing each Loan. 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 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 any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.