Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Indenture Trustee, the Sponsor, the Trust, the Note Insurer, the Backup Servicer and the Noteholders as of the Closing Date and during the term of this Agreement that:
(a) The Master Servicer is duly organized, validly existing and in good standing under the laws of its state of incorporation and has the power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it or the performance of its obligations hereunder requires such qualification and in which the failure so to qualify could reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the performance of its obligations hereunder.
(b) The Master Servicer has the power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, and assuming the due authorization, execution and delivery hereof by the other parties hereto constitutes, or will constitute, the legal, valid and binding obligation of the Master Servicer, enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c) The Master Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency which consent already has not been obtained in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained prior to the Closing Date.
(d) The execution, delivery and performance of this Agreement by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court or the charter or bylaws of the Master Servicer, or constitute a brea...
Representations of the Master Servicer. The Master Servicer represents and warrants to, and covenants with, the Trustee for the benefit of the Certificateholders that as of the Closing Date:
(a) The Master Servicer is a corporation duly chartered and validly existing in good standing under the laws of the State of New Jersey;
(b) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not violate the Master Servicer's corporate charter or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets;
(c) This Agreement, assuming due authorization, execution and delivery by the Trustee, the Subservicer and the Depositor, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and the rights of insured depository institutions specifically and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;
(d) The Master Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would affect its performance hereunder; and
(e) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 2.09 shall survive the issuance and delivery of the Certificates and shall be continuing as long as any Certificate shall be outstanding or this Agreement has been terminated.
Representations of the Master Servicer. Section 3.02 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY........................................61 Section 3.03
Representations of the Master Servicer. 9 Section 3.02. Representations, Warranties and Covenants of the Sponsor....
Representations of the Master Servicer. 9 Section 3.02. Representations, Warranties and Covenants of the Sponsor............................11 Section 3.03. Representations, Warranties and Covenants of the Backup Servicer....................12 Section 3.04. Representations, Warranties and Covenants of the Indenture Trustee..................13
Representations of the Master Servicer. Section 3.2 Representations, Warranties and Covenants of the Depositor....
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Trustee, the Depositor[, the Certificate Insurer] and the Certificateholders as of the Closing Date and during the term of this Agreement:
(a) the Master Servicer is a ______ duly organized, validly existing and in good standing under the laws of the State of _______, and has full power and authority to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or condition (financial or otherwise) of the Master Servicer;
(b) the Master Servicer has full power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated hereunder, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement;
Representations of the Master Servicer. 54 Section 3.02 Representations, Warranties and Covenants of the Company.................................. 55 Section 3.03
Representations of the Master Servicer. The Master Servicer makes the following representations on which the Issuer is deemed to have relied in acquiring (through the Eligible Lender Trustee) the Financed Student Loans being conveyed pursuant to a Transfer and Servicing Agreement. The representations speak as of the Closing Date with respect to a Series in the case of the Initial Financed Student Loans, and as of the applicable Transfer Date in the case of the Subsequent Financed Student Loans or Additional Financed Student Loans transferred on such Transfer Date, but shall survive the contribution, transfer and assignment of the Financed Student Loans to the Eligible Lender Trustee on behalf of the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
Representations of the Master Servicer. The Master Servicer hereby represents and warrants to the Trustee, the Company, the Certificate Insurer and the Certificateholders as of the Closing Date:
