Common use of Representations and Warranties of Bank One Clause in Contracts

Representations and Warranties of Bank One. Bank One makes the following representations and warranties as of the date hereof, as of the date of each sale of EDUCATION ONE Loans to FMC or a Purchaser Trust (solely as to the Loans within the respective Pool with regard to Section 5.02(d) through (i)), and as of any other date specified below: (a) Bank One represents and warrants that it is a national bank duly organized, validly existing and in good standing under the laws of the United States, and has the authority to conduct all activities contemplated by this Agreement. (b) Bank One has full power and authority to perform its obligations under this Agreement, and has duly authorized the execution, delivery and performance of, and has duly delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Bank One enforceable against Bank One in accordance with its terms, except as such enforceability may be limited by (i) receivership, conservatorship and supervisory powers of bank regulatory agencies generally, (ii) applicable bankruptcy, receivership, conservatorship, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect, or (iii) general principles of equity. (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof, will conflict with, or result in a material breach of, or constitute a material default under, any of the terms, conditions or provisions of any legal restriction or any material agreement or instrument to which Bank One is now a party or by which it is bound. (d) Each of the EDUCATION ONE Loans originated by Bank One sold to FMC or a Purchaser Trust pursuant to any Securitization Transaction: (i) is the valid, binding and enforceable obligation of the borrower executing the same, and of any cosigner thereto, enforceable against each borrower, any student maker named therein, and any cosignor thereunder in accordance with its terms except as enforceability may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by equitable principles, (ii) is covered by and entitled to the benefits of the Guaranty Agreement, and (iii) is a "Seasoned Loan" as defined in this Agreement. (e) [**] each EDUCATION ONE Loan originated by Bank One sold hereunder and any accompanying notices and disclosures conforms [**] to all applicable state and federal laws, rules and regulations, (ii) each EDUCATION ONE Loan was documented on forms set forth in the Program Guidelines and contained consumer loan terms and involved guaranty fees payable to XXXX in strict conformity with the Program Guidelines, and (iii) the origination of each EDUCATION ONE Loan was conducted in [**] the Program Guidelines and [**] with all applicable state and federal laws [**]; and (iv) Bank One did not discriminate based upon the age, sex, race, national origin, color, religion or handicapped status of any Borrower in making such Loan. (f) At the time of origination, each EDUCATION ONE Loan originated by Bank One sold to FMC or Purchaser Trust is in compliance with any applicable usury laws. (g) There is no defense to payment, counterclaim, or setoff at the time of origination with respect to EDUCATION ONE Loans included in the Pool. To the best of Bank One's information and belief, there is no action before any state or federal court, administrative or regulatory body pending against Bank One and involving EDUCATION ONE Loans in which an adverse result would have a material adverse effect upon the validity or enforceability of EDUCATION ONE Loans. (h) Each and every EDUCATION ONE Loan included in the Pool is owned by Bank One, free and clear of any liens, claims or demands of any person, and Bank One has the absolute right to transfer the same to FMC or a Purchaser Trust. (i) With respect to each EDUCATION ONE Note included in the Pool: (A) the terms thereof have not been impaired, waived, altered or modified in any respect, except pursuant to written forbearance agreements in accordance with the requirements of and in the terms set forth in the Program Guidelines, and (B) such EDUCATION ONE Note has been serviced at all times [**] with the Program Guidelines.

Representations and Warranties of Bank One. Bank One makes the following representations and warranties as of the date hereof, as of the date of each sale of EDUCATION ONE Loans to FMC or a Purchaser Trust (solely as to the Loans within the respective Pool with regard to Section 5.02(d) through (i)), and as of any other date specified below: (a) Bank One represents and warrants that it is a national bank duly organized, validly existing and in good standing under the laws of the United States, and has the authority to conduct all activities contemplated by this Agreement. (b) Bank One has full power and authority to perform its obligations under this Agreement, and has duly authorized the execution, delivery and performance of, and has duly delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Bank One enforceable against Bank One in accordance with its terms, except as such enforceability may be limited by (i) receivership, conservatorship and supervisory powers of bank regulatory agencies generally, (ii) applicable bankruptcy, receivership, conservatorship, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect, or (iii) general principles of equity. (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof, will conflict with, or result in a material breach of, or constitute a material default under, any of the terms, conditions or provisions of any legal restriction or any material agreement or instrument to which Bank One is now a party or by which it is bound. (d) Each of the EDUCATION ONE Loans originated by Bank One sold to FMC or a Purchaser Trust pursuant to any Securitization Transaction: (i) is the valid, binding and enforceable obligation of the borrower executing the same, and of any cosigner thereto, enforceable against each borrower, any student maker named therein, and any cosignor thereunder in accordance with its terms except as enforceability may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by equitable principles, (ii) is covered by and entitled to the benefits of the Guaranty Agreement, and (iii) is a "“Seasoned Loan" ” as defined in this Agreement. (e) [**] each EDUCATION ONE Loan originated by Bank One sold hereunder and any accompanying notices and disclosures conforms [**] to all applicable state and federal laws, rules and regulations, (ii) each EDUCATION ONE Loan was documented on forms set forth in the Program Guidelines and contained consumer loan terms and involved guaranty fees payable to XXXX TXXX in strict conformity with the Program Guidelines, and (iii) the origination of each EDUCATION ONE Loan was conducted in [**] the Program Guidelines and [**] with all applicable state and federal laws [**]; and (iv) Bank One did not discriminate based upon the age, sex, race, national origin, color, religion or handicapped status of any Borrower in making such Loan. (f) At the time of origination, each EDUCATION ONE Loan originated by Bank One sold to FMC or Purchaser Trust is in compliance with any applicable usury laws. (g) There is no defense to payment, counterclaim, or setoff at the time of origination with respect to EDUCATION ONE Loans included in the Pool. To the best of Bank One's ’s information and belief, there is no action before any state or federal court, administrative or regulatory body pending against Bank One and involving EDUCATION ONE Loans in which an adverse result would have a material adverse effect upon the validity or enforceability of EDUCATION ONE Loans. (h) Each and every EDUCATION ONE Loan included in the Pool is owned by Bank One, free and clear of any liens, claims or demands of any person, and Bank One has the absolute right to transfer the same to FMC or a Purchaser Trust. (i) With respect to each EDUCATION ONE Note included in the Pool: (A) the terms thereof have not been impaired, waived, altered or modified in any respect, except pursuant to written forbearance agreements in accordance with the requirements of and in the terms set forth in the Program Guidelines, and (B) such EDUCATION ONE Note has been serviced at all times [**] with the Program Guidelines.

Representations and Warranties of Bank One. Bank One makes the following representations and warranties as of the date hereof, as of the date of each sale of EDUCATION ONE Loans to FMC or a Purchaser Trust (solely as to the Loans within the respective Pool with regard to Section 5.02(d) through (i)), and as of any other date specified below: (a) Bank One represents and warrants that it is a national bank duly organized, validly existing and in good standing under the laws of the United States, and has the authority to conduct all activities contemplated by this Agreement. (b) Bank One has full power and authority to perform its obligations under this Agreement, and has duly authorized the execution, delivery and performance of, and has duly delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Bank One enforceable against Bank One in accordance with its terms, except as such enforceability may be limited by (i) receivership, conservatorship and supervisory powers of bank regulatory agencies generally, (ii) applicable bankruptcy, receivership, conservatorship, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect, or (iii) general principles of equity. (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof, will conflict with, or result in a material breach of, or constitute a material default under, any of the terms, conditions or provisions of any legal restriction or any material agreement or instrument to which Bank One is now a party or by which it is bound. (d) Each of the EDUCATION ONE Loans originated by Bank One sold to FMC or a Purchaser Trust pursuant to any Securitization Transaction: (i) is the valid, binding and enforceable obligation of the borrower executing the same, and of any cosigner thereto, enforceable against each borrower, any student maker named therein, and any cosignor thereunder in accordance with its terms except as enforceability may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by equitable principles, (ii) is covered by and entitled to the benefits of the Guaranty Agreement, and (iii) is a "“Seasoned Loan" ” as defined in this Agreement. (e) [**] each EDUCATION ONE Loan originated by Bank One sold hereunder and any accompanying notices and disclosures conforms [**] to all applicable state and federal laws, rules and regulations, (ii) each EDUCATION ONE Loan was documented on forms set forth in the Program Guidelines and contained consumer loan terms and involved guaranty fees payable to XXXX in strict conformity with the Program Guidelines, and (iii) the origination of each EDUCATION ONE Loan was conducted in [**] the Program Guidelines and [**] with all applicable state and federal laws [**]; ; and (iv) Bank One did not discriminate based upon the age, sex, race, national origin, color, religion or handicapped status of any Borrower in making such Loan. (f) At the time of origination, each EDUCATION ONE Loan originated by Bank One sold to FMC or Purchaser Trust is in compliance with any applicable usury laws. (g) There is no defense to payment, counterclaim, or setoff at the time of origination with respect to EDUCATION ONE Loans included in the Pool. To the best of Bank One's ’s information and belief, there is no action before any state or federal court, administrative or regulatory body pending against Bank One and involving EDUCATION ONE Loans in which an adverse result would have a material adverse effect upon the validity or enforceability of EDUCATION ONE Loans. (h) Each and every EDUCATION ONE Loan included in the Pool is owned by Bank One, free and clear of any liens, claims or demands of any person, and Bank One has the absolute right to transfer the same to FMC or a Purchaser Trust. (i) With respect to each EDUCATION ONE Note included in the Pool: (A) the terms thereof have not been impaired, waived, altered or modified in any respect, except pursuant to written forbearance agreements in accordance with the requirements of and in the terms set forth in the Program Guidelines, and (B) such EDUCATION ONE Note has been serviced at all times [**] with the Program Guidelines.

Representations and Warranties of Bank One. Bank One makes the following representations and warranties as of the date hereof, as of the date of each sale of EDUCATION ONE Loans to FMC or a Purchaser Trust (solely as to the Loans within the respective Pool with regard to Section 5.02(d) through (i)), and as of any other date specified below: (a) Bank One represents and warrants that it is a national bank duly organized, validly existing and in good standing under the laws of the United States, and has the authority to conduct all activities contemplated by this Agreement. (b) Bank One has full power and authority to perform its obligations under this Agreement, and has duly authorized the execution, delivery and performance of, and has duly delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Bank One enforceable against Bank One in accordance with its terms, except as such enforceability may be limited by (i) receivership, conservatorship and supervisory powers of bank regulatory agencies generally, (ii) applicable bankruptcy, receivership, conservatorship, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect, or (iii) general principles of equity. (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof, will conflict with, or result in a material breach of, or constitute a material default under, any of the terms, conditions or provisions of any legal restriction or any material agreement or instrument to which Bank One is now a party or by which it is bound. (d) Each of the EDUCATION ONE Loans originated by Bank One sold to FMC or a Purchaser Trust pursuant to any Securitization Transaction: (i) is the valid, binding and enforceable obligation of the borrower executing the same, and of any cosigner thereto, enforceable against each borrower, any student maker named therein, and any cosignor thereunder in accordance with its terms except as enforceability may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by equitable principles, (ii) is covered by and entitled to the benefits of the Guaranty Agreement, and (iii) is a "“Seasoned Loan" ” as defined in this Agreement. (e) [**] each EDUCATION ONE Loan originated by Bank One sold hereunder and any accompanying notices and disclosures conforms [**] to all applicable state and federal laws, rules and regulations, (ii) each EDUCATION ONE Loan was documented on forms set forth in the Program Guidelines and contained consumer loan terms and involved guaranty fees payable to XXXX in strict conformity with the Program Guidelines, and (iii) the origination of each EDUCATION ONE Loan was conducted in [**] the Program Guidelines and [**] with all applicable state and federal laws [**]; and (iv) Bank One did not discriminate based upon the age, sex, race, national origin, color, religion or handicapped status of any Borrower in making such Loan. (f) At the time of origination, each EDUCATION ONE Loan originated by Bank One sold to FMC or Purchaser Trust is in compliance with any applicable usury laws. (g) There is no defense to payment, counterclaim, or setoff at the time of origination with respect to EDUCATION ONE Loans included in the Pool. To the best of Bank One's ’s information and belief, there is no action before any state or federal court, administrative or regulatory body pending against Bank One and involving EDUCATION ONE Loans in which an adverse result would have a material adverse effect upon the validity or enforceability of EDUCATION ONE Loans. (h) Each and every EDUCATION ONE Loan included in the Pool is owned by Bank One, free and clear of any liens, claims or demands of any person, and Bank One has the absolute right to transfer the same to FMC or a Purchaser Trust. (i) With respect to each EDUCATION ONE Note included in the Pool: (A) the terms thereof have not been impaired, waived, altered or modified in any respect, except pursuant to written forbearance agreements in accordance with the requirements of and in the terms set forth in the Program Guidelines, and (B) such EDUCATION ONE Note has been serviced at all times [**] with the Program Guidelines.