Common use of REPRESENTATIONS AND WARRANTIES OF NAVIENT CFC AND THE INTERIM ELIGIBLE LENDER TRUSTEE Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF NAVIENT CFC AND THE INTERIM ELIGIBLE LENDER TRUSTEE. (A) General Navient CFC represents and warrants to Funding that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the related Purchase Date: (i) Navient CFC is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act; (ii) Navient CFC is duly organized and existing under the laws of its governing jurisdiction; (iii) Navient CFC has all requisite power and authority to enter into and to perform the terms of these Master Terms, the Initial Purchase Agreement and any Additional Purchase Agreement, the Initial Xxxx of Sale and any Additional Xxxx of Sale; (iv) Navient CFC will not, with respect to any Loan purchased or substituted under Purchase Agreements executed pursuant to these Master Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of Funding; and (v) Navient CFC does not have the right to cause the Servicer to modify, discontinue or terminate any borrower benefit incentive program at any time for any reason. (B) Particular Navient CFC represents and warrants to Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, in each case executed pursuant to these Master Terms that, as of the related Purchase Date or as of the date otherwise noted: (i) Navient CFC has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of Funding and the Interim Eligible Lender Trustee on behalf of Funding, 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 Navient CFC; (iii) The Purchased Loans constitute either “Payment Intangibles” or “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) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) Navient CFC is authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by Navient CFC, will be made pursuant to and consistent with the laws and regulations under which Navient CFC 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 Navient CFC is a party or by which Navient CFC or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents or approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, each Purchased Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the related Xxxx of Sale; (ix) Any payments on the Purchased Loans received by Navient CFC that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form is true and correct; (x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Purchased Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xiii) No Loan is more than two hundred ten (210) days past due as of the Statistical Cutoff Date, with respect to the Initial Loans, or as of the related Subsequent Cutoff Date, with respect to any Additional Loans or Substituted Loans, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither Navient CFC 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 Navient CFC, and Navient CFC hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Navient CFC to Funding and the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of Navient CFC’s estate in the event of the bankruptcy of Navient CFC or the appointment of a receiver with respect to Navient CFC; (xv) With respect to the first sale of Loans from Navient CFC to the Interim Eligible Lender Trustee for the benefit of Funding it has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to Funding and the Interim Eligible Lender Trustee hereunder; (xvi) Except for Purchased Loans executed electronically, there is only one original executed copy of the Note evidencing each Purchased Loan. For Purchased Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such Note under which the relevant holder or servicer agrees to hold and maintain the electronic records evidencing the notes, in each case as may be necessary to enforce the Note or as may be required by applicable e-sign laws. The Interim 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 Purchased Loans. The Notes that constitute or evidence the Purchased Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Eligible Lender Trustee. All financing statements filed or to be filed against Navient CFC in favor of the Interim Eligible Lender Trustee on behalf of Funding 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 Interim Eligible Lender Trustee;” (xvii) Other than the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding pursuant to this Agreement, Navient CFC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. Navient CFC has not authorized the filing of and is not aware of any financing statements against Navient CFC that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding hereunder or any other security interest that has been terminated. Navient CFC is not aware of any judgment or tax lien filings against Navient CFC; (xviii) No Borrower of a Purchased Loan as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is noted in the related Trust Student Loan File as being currently involved in a bankruptcy proceeding; (xix) With respect to all Additional Loans (other than with respect to Substituted Loans), the Supplemental Purchase Period is in full force and effect; and (xx) No Loan with a Borrower who resides in New York City has a Borrower who has not made all payments then due and payable. (C) The Interim Eligible Lender Trustee represents and warrants that as of the date of each Purchase Agreement and each Xxxx of Sale: (i) The Interim Eligible Lender Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of New York. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) The Interim Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by two of its officers who are duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; (iii) Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or New York state law, governmental rule or regulation governing the banking or trust powers of the Interim Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws; and (iv) The Interim Eligible Lender Trustee is an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act, for purposes of holding legal title to the Trust Student Loans as contemplated by these Master Terms, each Purchase Agreement and the other Basic Documents, it has a lender identification number with respect to the Trust Student Loans from the Department and has in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.

REPRESENTATIONS AND WARRANTIES OF NAVIENT CFC AND THE INTERIM ELIGIBLE LENDER TRUSTEE. (A) General Navient CFC represents and warrants to Funding that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the related Purchase Date: (i) Navient CFC is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act; (ii) Navient CFC is duly organized and existing under the laws of its governing jurisdiction; (iii) Navient CFC has all requisite power and authority to enter into and to perform the terms of these Master Terms, the Initial Purchase Agreement and any Additional Purchase Agreement, the Initial Xxxx of Sale and any Additional Xxxx of Sale; (iv) Navient CFC will not, with respect to any Loan purchased or substituted under Purchase Agreements executed pursuant to these Master Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of Funding; and (v) Navient CFC does not have the right to cause the Servicer to modify, discontinue or terminate any borrower benefit incentive program at any time for any reason. (B) Particular Navient CFC represents and warrants to Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, in each case executed pursuant to these Master Terms that, as of the related Purchase Date or as of the date otherwise noted: (i) Navient CFC has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of Funding and the Interim Eligible Lender Trustee on behalf of Funding, 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 Navient CFC; (iii) The Purchased Loans constitute either “Payment Intangibles” or “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) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) Navient CFC is authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by Navient CFC, will be made pursuant to and consistent with the laws and regulations under which Navient CFC 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 Navient CFC is a party or by which Navient CFC or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents or approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, each Purchased Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the related Xxxx of Sale; (ix) Any payments on the Purchased Loans received by Navient CFC that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form is true and correct; (x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Purchased Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xiii) No Loan is more than two hundred ten (210) days past due as of the Statistical Cutoff Date, with respect to the Initial Loans, or as of the related Subsequent Cutoff Date, with respect to any Additional Loans or Substituted Loans, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither Navient CFC 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 Navient CFC, and Navient CFC hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Navient CFC to Funding and the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of Navient CFC’s estate in the event of the bankruptcy of Navient CFC or the appointment of a receiver with respect to Navient CFC; (xv) With respect to the first sale of Loans from Navient CFC to the Interim Eligible Lender Trustee for the benefit of Funding it has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to Funding and the Interim Eligible Lender Trustee hereunder; (xvi) Except for Purchased Loans executed electronically, there is only one original executed copy of the Note evidencing each Purchased Loan. For Purchased Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such Note under which the relevant holder or servicer agrees to hold and maintain the electronic records evidencing the notes, in each case as may be necessary to enforce the Note or as may be required by applicable e-sign laws. The Interim 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 Purchased Loans. The Notes that constitute or evidence the Purchased Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Eligible Lender Trustee. All financing statements filed or to be filed against Navient CFC in favor of the Interim Eligible Lender Trustee on behalf of Funding 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 Interim Eligible Lender Trustee;” (xvii) Other than the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding pursuant to this Agreement, Navient CFC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. Navient CFC has not authorized the filing of and is not aware of any financing statements against Navient CFC that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding hereunder or any other security interest that has been terminated. Navient CFC is not aware of any judgment or tax lien filings against Navient CFC; (xviii) No Borrower of a Purchased Loan as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is noted in the related Trust Student Loan File as being currently involved in a bankruptcy proceeding; (xix) With respect to all Additional Loans (other than with respect to Substituted Loans), the Supplemental Purchase Period is in full force and effect; and (xx) No Loan with a Borrower who resides in New York City has a Borrower who has not made all payments then due and payable. (C) The Interim Eligible Lender Trustee represents and warrants that as of the date of each Purchase Agreement and each Xxxx of Sale: (i) The Interim Eligible Lender Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of New York. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) The Interim Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by two of its officers who are duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; (iii) Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or New York state law, governmental rule or regulation governing the banking or trust powers of the Interim Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws; and (iv) The Interim Eligible Lender Trustee is an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act, for purposes of holding legal title to the Trust Student Loans as contemplated by these Master Terms, each Purchase Agreement and the other Basic Documents, it has a lender identification number with respect to the Trust Student Loans from the Department and has in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.

REPRESENTATIONS AND WARRANTIES OF NAVIENT CFC AND THE INTERIM ELIGIBLE LENDER TRUSTEE. (A) General Navient CFC represents and warrants to Funding that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the related Purchase Date: (i) Navient CFC is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act; (ii) Navient CFC is duly organized and existing under the laws of its governing jurisdiction; (iii) Navient CFC has all requisite power and authority to enter into and to perform the terms of these Master Terms, the Initial Purchase Agreement and any Additional Purchase Agreement, the Initial Xxxx Bxxx of Sale and any Additional Xxxx Bxxx of Sale; (iv) Navient CFC will not, with respect to any Loan purchased or substituted under Purchase Agreements executed pursuant to these Master Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of Funding; and (v) Navient CFC does not have the right to cause the Servicer to modify, discontinue or terminate any borrower benefit incentive program at any time for any reason. (B) Particular Navient CFC represents and warrants to Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans, in each case executed pursuant to these Master Terms that, as of the related Purchase Date or as of the date otherwise noted: (i) Navient CFC has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of Funding and the Interim Eligible Lender Trustee on behalf of Funding, 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 Navient CFC; (iii) The Purchased Loans constitute either “Payment Intangibles” or “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) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) Navient CFC is authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by Navient CFC, will be made pursuant to and consistent with the laws and regulations under which Navient CFC 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 Navient CFC is a party or by which Navient CFC or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents or approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, each Purchased Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the related Xxxx of Sale; (ix) Any payments on the Purchased Loans received by Navient CFC that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form is true and correct; (x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Purchased Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xiii) No Loan is more than two hundred ten (210) days past due as of the Statistical Cutoff Date, with respect to the Initial Loans, or as of the related Subsequent Cutoff Date, with respect to any Additional Loans or Substituted Loans, and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither Navient CFC 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 Navient CFC, and Navient CFC hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from Navient CFC to Funding and the Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding, and that the beneficial interest in and title to such Loans not be part of Navient CFC’s estate in the event of the bankruptcy of Navient CFC or the appointment of a receiver with respect to Navient CFC; (xv) With respect to the first sale of Loans from Navient CFC to the Interim Eligible Lender Trustee for the benefit of Funding it has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to Funding and the Interim Eligible Lender Trustee hereunder; (xvi) Except for Purchased Loans executed electronically, there is only one original executed copy of the Note evidencing each Purchased Loan. For Purchased Loans that were executed electronically, either (i) the Servicer has possession of the electronic records evidencing the Note or (ii) the Seller has agreements with the previous holders or servicers of such Note under which the relevant holder or servicer agrees to hold and maintain the electronic records evidencing the notes, in each case as may be necessary to enforce the Note or as may be required by applicable e-sign laws. The Interim 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 Purchased Loans. The Notes that constitute or evidence the Purchased Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Interim Eligible Lender Trustee. All financing statements filed or to be filed against Navient CFC in favor of the Interim Eligible Lender Trustee on behalf of Funding 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 Interim Eligible Lender Trustee;” (xvii) Other than the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding pursuant to this Agreement, Navient CFC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. Navient CFC has not authorized the filing of and is not aware of any financing statements against Navient CFC that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to Funding and the Interim Eligible Lender Trustee on behalf of Funding hereunder or any other security interest that has been terminated. Navient CFC is not aware of any judgment or tax lien filings against Navient CFC; (xviii) No Borrower of a Purchased Loan as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is noted in the related Trust Student Loan File as being currently involved in a bankruptcy proceeding; (xix) With respect to all Additional Loans (other than with respect to Substituted Loans), the Supplemental Purchase Period is in full force and effect; and (xx) No Loan with a Borrower who resides in New York City has a Borrower who has not made all payments then due and payable. (C) The Interim Eligible Lender Trustee represents and warrants that as of the date of each Purchase Agreement and each Xxxx of Sale: (i) The Interim Eligible Lender Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of New York. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) The Interim Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and each Purchase Agreement will be executed and delivered by two of its officers who are duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; (iii) Neither the execution nor the delivery by it of these Master Terms and each Purchase Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or New York state law, governmental rule or regulation governing the banking or trust powers of the Interim Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws; and (iv) The Interim Eligible Lender Trustee is an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act, for purposes of holding legal title to the Trust Student Loans as contemplated by these Master Terms, each Purchase Agreement and the other Basic Documents, it has a lender identification number with respect to the Trust Student Loans from the Department and has in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.