Common use of Representations and Warranties of the Seller and the Company Clause in Contracts

Representations and Warranties of the Seller and the Company. (a) Each of the Company and the Seller hereby represents and warrants, as to itself, to the Eligible Lender Trustee and the Swap Counterparty that: (i) It is duly organized and validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted (subject, with respect to the Seller and its Student Loans, to the vesting of legal title thereto in NBD or another eligible lender, as trustee for the Seller). (ii) It is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications except where failure to do so (both singly and in the aggregate) will not have a material adverse effect on the conduct of its business, operations or financial condition. (iii) It has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by it by all necessary corporate action; the Seller has full power and authority to transfer and assign the property to be transferred and assigned to, and to be deposited with, the Trustee; and the Seller has duly authorized such transfer and assignment to the Trust by all necessary corporate action. (iv) This Agreement constitutes its legal, valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights generally and subject to general principles of equity. (v) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, its certificate of incorporation or by-laws, or any indenture, agreement or other instrument to which it is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of its knowledge, any order, rule or regulation applicable to it of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or its properties. (vi) There are no proceedings or investigations pending or, to its best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that might materially and adversely affect the performance by it of its obligations under, or the validity or enforceability of, this Agreement.

Representations and Warranties of the Seller and the Company. (a) Each of the Company and the Seller hereby represents and warrants, as to itself, to the Eligible Lender Trustee and the any Swap Counterparty Counterparties that: (i) It is duly organized and validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted (subject, with respect to the Seller and its Student Loans, to the vesting of legal title thereto in NBD [ ] ("[ ]") or another eligible lender, as trustee for the Seller). (ii) It is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications except where failure to do so (both singly and in the aggregate) will not have a material adverse effect on the conduct of its business, operations or financial condition. (iii) It has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by it by all necessary corporate action; the Seller has full power and authority to transfer and assign the property to be transferred and assigned to, and to be deposited with, the Trustee; and the Seller has duly authorized such transfer and assignment to the Trust by all necessary corporate action. (iv) This Agreement constitutes its legal, valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights generally and subject to general principles of equity. (v) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, its certificate of incorporation or by-laws, or any indenture, agreement or other instrument to which it is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of its knowledge, any order, rule or regulation applicable to it of any court or of any Federal federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or its properties. (vi) There are no proceedings or investigations pending or, to its best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that might materially and adversely affect the performance by it of its obligations under, or the validity or enforceability of, this Agreement.

Representations and Warranties of the Seller and the Company. (a) Each of the Company and the Seller hereby represents and warrants, as to itself, to the Eligible Lender Trustee and the any Swap Counterparty Counterparties that: (i) It is duly organized and validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted (subject, with respect to the Seller and its Student Loans, to the vesting of legal title thereto in NBD [ ] ("[ ]") or another eligible lender, as trustee for the Seller). (ii) It is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications except where failure to do so (both singly and in the aggregate) will not have a material adverse effect on the conduct of its business, operations or financial condition. (iii) It has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by it by all necessary corporate action; the Seller has full power and authority to transfer and assign the property to be transferred and assigned to, and to be deposited with, the Trustee; and the Seller has duly authorized such transfer and assignment to the Trust by all necessary corporate action. (iv) This Agreement constitutes its legal, valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights generally and subject to general principles of equity. (v) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, its certificate of incorporation or by-laws, or any indenture, agreement or other instrument to which it is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of its knowledge, any order, rule or regulation applicable to it of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or its properties. (vi) There are no proceedings or investigations pending or, to its best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that might materially and adversely affect the performance by it of its obligations under, or the validity or enforceability of, this Agreement.

Representations and Warranties of the Seller and the Company. (a) Each of the Company and the Seller hereby represents and warrants, as to itself, to the Eligible Lender Trustee Trustee, the Subordinate Note Insurer and the Swap Counterparty that: (i) It is duly organized and validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted (subject, with respect to the Seller and BWNY03/143740 3 its Student Loans, to the vesting of legal title thereto in NBD or another eligible lender, as trustee for the Seller). (ii) It is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications except where failure to do so (both singly and in the aggregate) will not have a material adverse effect on the conduct of its business, operations or financial condition. (iii) It has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by it by all necessary corporate action; the Seller has full power and authority to transfer and assign the property to be transferred and assigned to, and to be deposited with, the Trustee; and the Seller has duly authorized such transfer and assignment to the Trust by all necessary corporate action. (iv) This Agreement constitutes its legal, valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights generally and subject to general principles of equity. (v) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, its certificate of incorporation or by-laws, or any indenture, agreement or other instrument to which it is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of its knowledge, any order, rule or regulation applicable to it of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or its properties. (vi) There are no proceedings or investigations pending or, to its best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that might materially and adversely affect the performance by it of its obligations under, or the validity or enforceability of, this Agreement.