Common use of Particular Clause in Contracts

Particular. ▇▇▇▇▇▇ ▇▇▇ represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each ▇▇▇▇ of Sale executed pursuant these Master Terms that: (i) ▇▇▇▇▇▇ ▇▇▇ has good 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) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement is true and correct; (iii) ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ is a party or by which ▇▇▇▇▇▇ 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; (iv) 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); (v) 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 ▇▇▇▇ of Sale; (vi) Any payments on the Loans received by ▇▇▇▇▇▇ 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; (vii) 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; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ix) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (x) 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 ▇▇▇▇▇▇ ▇▇▇ nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xi) It is the intention of ▇▇▇▇▇▇ Mae, the Interim Eligible Lender Trustee and Funding, and ▇▇▇▇▇▇ ▇▇▇ hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Mae's estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇; (xii) There is only one original executed copy of the promissory note evidencing each Loan; and (xiii) 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. ▇▇▇▇▇▇ ▇▇▇ Mae represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each ▇▇▇▇ of Sale executed pursuant these Master Terms that: (i) ▇▇▇▇▇▇ ▇▇▇ Mae has good 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) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Agreement is true and correct; (iii) ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇Mae, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ Mae is a party or by which ▇▇▇▇▇▇ 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; (iv) 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); (v) 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 ▇▇▇▇ of Sale; (vi) Any payments on the Loans received by ▇▇▇▇▇▇ 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; (vii) 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; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ix) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (x) 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 ▇▇▇▇▇▇ ▇▇▇ Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xi) It is the intention of ▇▇▇▇▇▇ Mae▇▇▇, the Interim Eligible Lender Trustee and Funding, and ▇▇▇▇▇▇ ▇▇▇ Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Mae's estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae ▇▇▇ or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇Mae; (xii) There is only one original executed copy of the promissory note evidencing each Loan; and (xiii) 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. ▇▇▇▇▇▇ ▇▇▇ Seller represents and warrants to Funding Purchaser as to the Loans purchased by Funding Purchaser under each Purchase Sale Agreement and each ▇▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms: (ia) ▇▇▇▇▇▇ ▇▇▇ Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, 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 Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (iiie) ▇▇▇▇▇▇ Mae The Seller 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 repurchased by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Seller 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; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) 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 ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Mae, Seller and the Interim Eligible Lender Trustee and FundingPurchaser, and ▇▇▇▇▇▇ ▇▇▇ the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae Seller to the Interim Eligible Lender Trustee on behalf of Funding Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Maethe Seller's estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇Seller; (xiin) The Seller has 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 Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Seller 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 Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. ▇▇▇▇▇▇ ▇▇▇ Seller represents and warrants to Funding Purchaser as to the Loans purchased by Funding Purchaser under each Purchase Sale Agreement and each ▇▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms: (ia) ▇▇▇▇▇▇ ▇▇▇ Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, 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 Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (iiie) ▇▇▇▇▇▇ Mae The Seller 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 repurchased by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Seller 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; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent or more 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 ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Mae, Seller and the Interim Eligible Lender Trustee and FundingPurchaser, and ▇▇▇▇▇▇ ▇▇▇ the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae Seller to the Interim Eligible Lender Trustee on behalf of Funding Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Maethe Seller's estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇Seller; (xiin) The Seller has 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 Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Seller 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 Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. ▇▇▇▇▇▇ ▇▇▇ SLMA represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each ▇▇▇▇ of Sale executed pursuant these Master Terms that: (i) ▇▇▇▇▇▇ ▇▇▇ 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) 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 "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; (iiiv) ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇SLMA, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ SLMA is a party or by which ▇▇▇▇▇▇ 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; (ivvi) 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); (vvii) No consents and approvals are required by the terms of the Loans 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 ▇▇▇▇ of Sale; (viix) Any payments on the Loans received by ▇▇▇▇▇▇ 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; (viix) 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; (viiixi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixxii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xxiii) 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 ▇▇▇▇▇▇ ▇▇▇ SLMA nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xixiv) It is the intention of ▇▇▇▇▇▇ MaeSLMA, the Interim Eligible Lender Trustee and Funding, and ▇▇▇▇▇▇ ▇▇▇ SLMA hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ MaeSLMA's estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae SLMA or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇SLMA; (xiixv) There 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) 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 (xiiixviii) No Borrower of any a Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.

Particular. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each Purchase the related Sale Agreement and each ▇▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) ▇▇▇▇▇▇ ▇▇▇ The Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, 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 Seller; (c) The Loans constitute “instruments” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (iiie) ▇▇▇▇▇▇ Mae The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase repurchased or substituted by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Seller 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 or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent or more Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is sixty (60) days or more Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Mae, the Interim Eligible Lender Trustee Seller and Fundingthe Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller to the Interim Eligible Lender Trustee on behalf of Funding Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Mae's the Seller’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇the Seller; (xiin) The Seller has 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 Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Seller 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 Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. ▇▇▇▇▇▇ ▇▇▇ represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each ▇▇▇▇ of Sale executed pursuant these Master Terms that: (i) ▇▇▇▇▇▇ ▇▇▇ 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; (iiiv) ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ is a party or by which ▇▇▇▇▇▇ 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; (ivvi) 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); (vvii) 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 ▇▇▇▇ of Sale; (viix) Any payments on the Loans received by ▇▇▇▇▇▇ 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; (viix) 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; (viiixi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixxii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xxiii) 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 ▇▇▇▇▇▇ ▇▇▇ nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xixiv) It is the intention of ▇▇▇▇▇▇ Mae, the Interim Eligible Lender Trustee and Funding, and ▇▇▇▇▇▇ ▇▇▇ hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Mae's estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇; (xiixv) 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 (xiiixviii) 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. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each the related Purchase Agreement and each ▇▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) ▇▇▇▇▇▇ ▇▇▇ The Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Interim Trustee on behalf of the Purchaser, 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 Seller; and (c) The Loans constitute “instruments” within the meaning of the applicable UCC; (d) 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; (iiie) ▇▇▇▇▇▇ Mae The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase repurchased or substituted by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Interim Trustee; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Seller 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 or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent or more Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is sixty (60) days or more Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Maethe Seller, the Interim Eligible Lender Trustee and Fundingthe Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller to the Interim Eligible Lender Trustee for the benefit of and on behalf of Funding the Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Mae's the Seller’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇the Seller; (xiin) The Seller has 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 Interim Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Interim 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 Interim Trustee; (p) Other than the security interest granted to the Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Interim Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. The Interim Trustee represents and warrants that as of the date of each Purchase Agreement and each ▇▇▇▇ of Sale: (a) The Interim 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 Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each ▇▇▇▇ of Sale; (b) The Interim 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 one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; and (c) 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 Delaware 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 or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. ▇▇▇▇▇▇ ▇▇▇ Mae represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each ▇▇▇▇ of Sale executed pursuant these Master Terms that: (i) ▇▇▇▇▇▇ ▇▇▇ 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 "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; (iiiv) ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇Mae, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ Mae is a party or by which ▇▇▇▇▇▇ 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; (ivvi) 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); (vvii) 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 ▇▇▇▇ of Sale; (viix) Any payments on the Loans received by ▇▇▇▇▇▇ 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; (viix) 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; (viiixi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixxii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xxiii) 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 ▇▇▇▇▇▇ ▇▇▇ Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xixiv) It is the intention of ▇▇▇▇▇▇ Mae▇▇▇, the Interim Eligible Lender Trustee and Funding, and ▇▇▇▇▇▇ ▇▇▇ Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Mae's estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae ▇▇▇ or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇Mae; (xiixv) There 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) 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 (xiiixviii) 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. ▇▇▇▇▇▇ ▇▇▇ Mae represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each ▇▇▇▇ of Sale executed pursuant these Master Terms that: (i) ▇▇▇▇▇▇ ▇▇▇ 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 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; (iiiv) ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇Mae, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ Mae is a party or by which ▇▇▇▇▇▇ 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; (ivvi) 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); (vvii) 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 ▇▇▇▇ of Sale; (viix) Any payments on the Loans received by ▇▇▇▇▇▇ 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; (viix) 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; (viiixi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixxii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xxiii) 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 ▇▇▇▇▇▇ ▇▇▇ Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xixiv) It is the intention of ▇▇▇▇▇▇ Mae▇▇▇, the Interim Eligible Lender Trustee and Funding, and ▇▇▇▇▇▇ ▇▇▇ Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Mae's estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae ▇▇▇ or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇Mae; (xiixv) 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 (xiiixviii) 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. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each Purchase the related Sale Agreement and each ▇▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) ▇▇▇▇▇▇ ▇▇▇ The Interim Trustee for the benefit of Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Trustee on behalf of the Purchaser, 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 Seller; (c) The Loans constitute “instruments” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (iiie) ▇▇▇▇▇▇ Mae is The Interim Trustee and Seller are authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase repurchased or substituted by ▇▇▇▇▇▇ ▇▇▇the Seller and or the Interim Trustee, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae operatesthe Seller and the Interim Trustee operate, 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 ▇▇▇▇▇▇ ▇▇▇ the Interim Trustee or the Seller is a party or by which ▇▇▇▇▇▇ Mae the Interim Trustee or the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Interim Trustee; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Interim Trustee for the benefit of the Seller 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 or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent or more Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is sixty (60) days or more Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Maethe Seller, the Interim Eligible Lender Trustee and FundingTrustee, the Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Trustee, and the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller and the Interim Trustee to the Interim Eligible Lender Trustee on behalf for the benefit of Funding the Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Mae's the Seller’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇the Seller; (xiin) The Interim 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 Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Interim 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 Interim Trustee; (p) Other than the security interest granted to the Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller and the Interim Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Trustee have not authorized the filing of and is not aware of any financing statements against the Seller or the Interim Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller and the Interim Trustee are not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. The Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each ▇▇▇▇ of Sale: (a) The Trustee is duly organized and validly existing in good standing under the law of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms, each Sale Agreement and each ▇▇▇▇ of Sale; (b) The Trustee has all requisite power and authority to enter into and to perform the terms of these Master Sale Terms and each Sale Agreement; and (c) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transaction contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. ▇▇▇▇▇▇ ▇▇▇ Seller represents and warrants to Funding Purchaser as to the Loans purchased by Funding Purchaser under each Purchase Sale Agreement and each ▇▇▇▇ Bill of Sale executed pursuant to these Master Terms thatSale Terms: (ia) ▇▇▇▇▇▇ ▇▇▇ ler 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, 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 Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (iiie) ▇▇▇▇▇▇ Mae The Seller 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 repurchased by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Seller 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; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) 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 ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Mae, Seller and the Interim Eligible Lender Trustee and FundingPurchaser, and ▇▇▇▇▇▇ ▇▇▇ the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae Seller to the Interim Eligible Lender Trustee on behalf of Funding Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Maethe Seller's estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇Seller; (xiin) The Seller has 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 Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Seller 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 Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser under each Purchase Sale Agreement and each ▇▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms: (ia) ▇▇▇▇▇▇ ▇▇▇ The Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, 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 Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (iiie) ▇▇▇▇▇▇ Mae The Seller 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 repurchased by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Seller 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; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) 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 ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Mae, the Interim Eligible Lender Trustee Seller and Fundingthe Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller to the Interim Eligible Lender Trustee on behalf of Funding Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Maethe Seller's estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇the Seller; (xiin) The Seller has 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 Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Seller 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 Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each Purchase the related Sale Agreement and each ▇▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) ▇▇▇▇▇▇ ▇▇▇ The Interim Trustee for the benefit of Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans;Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Trustee on behalf of the Purchaser, 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 Seller; (c) The Loans constitute “instruments” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct;correct; (iiie) ▇▇▇▇▇▇ Mae is The Interim Trustee and Seller are authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase repurchased or substituted by ▇▇▇▇▇▇ ▇▇▇the Seller and or the Interim Trustee, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae operatesthe Seller and the Interim Trustee operate, 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 ▇▇▇▇▇▇ ▇▇▇ the Interim Trustee or the Seller is a party or by which ▇▇▇▇▇▇ Mae the Interim Trustee or the Seller 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;thereunder; (ivf) 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);infancy); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Interim Trustee; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Sale;was originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Interim Trustee for the benefit of the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct;correct; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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;Loans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws;laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent or more Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is sixty (60) days or more Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; arisen; and neither ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;Documents; (xim) It is the intention of ▇▇▇▇▇▇ Maethe Seller, the Interim Eligible Lender Trustee and FundingTrustee, the Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Trustee, and the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller and the Interim Trustee to the Interim Eligible Lender Trustee on behalf for the benefit of Funding the Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Mae's the Seller’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇;the Seller; (xiin) The Interim 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 Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan; Loan or the electronic records evidencing the same. The Interim 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 Interim Trustee; (p) Other than the security interest granted to the Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller and the Interim Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Trustee have not authorized the filing of and is not aware of any financing statements against the Seller or the Interim Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller and the Interim Trustee are not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. (a) The Trustee is duly organized and validly existing in good standing under the law of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms, each Sale Agreement and each ▇▇▇▇ of Sale; (b) The Trustee has all requisite power and authority to enter into and to perform the terms of these Master Sale Terms and each Sale Agreement; and (c) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transaction contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each Purchase the related Sale Agreement and each ▇B▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) ▇▇▇▇▇▇ ▇▇▇ The Interim Trustee for the benefit of Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Trustee on behalf of the Purchaser, 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 Seller; (c) The Loans constitute “instruments” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (iiie) ▇▇▇▇▇▇ Mae is The Interim Trustee and Seller are authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase repurchased or substituted by ▇▇▇▇▇▇ ▇▇▇the Seller and or the Interim Trustee, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae operatesthe Seller and the Interim Trustee operate, 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 ▇▇▇▇▇▇ ▇▇▇ the Interim Trustee or the Seller is a party or by which ▇▇▇▇▇▇ Mae the Interim Trustee or the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Interim Trustee; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Interim Trustee for the benefit of the Seller 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 or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is more than sixty (60) days Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Maethe Seller, the Interim Eligible Lender Trustee and FundingTrustee, the Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Trustee, and the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller and the Interim Trustee to the Interim Eligible Lender Trustee on behalf for the benefit of Funding the Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Mae's the Seller’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇the Seller; (xiin) The Interim 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 Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Interim 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 Interim Trustee; (p) Other than the security interest granted to the Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller and the Interim Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Trustee have not authorized the filing of and is not aware of any financing statements against the Seller or the Interim Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller and the Interim Trustee are not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. The Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each B▇▇▇ of Sale: (a) The Trustee is duly organized and validly existing in good standing under the law of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms, each Sale Agreement and each B▇▇▇ of Sale; (b) The Trustee has all requisite power and authority to enter into and to perform the terms of these Master Sale Terms and each Sale Agreement; and (c) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transaction contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. ▇▇▇▇▇▇ ▇▇▇ SLMA represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each ▇▇▇▇ of Sale executed pursuant these Master Terms that: (i) ▇▇▇▇▇▇ ▇▇▇ 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) 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 “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; (iiiv) ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇SLMA, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ SLMA is a party or by which ▇▇▇▇▇▇ 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; (ivvi) 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); (vvii) No consents and approvals are required by the terms of the Loans 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 ▇▇▇▇ of Sale; (viix) Any payments on the Loans received by ▇▇▇▇▇▇ 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; (viix) 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; (viiixi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixxii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xxiii) 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 ▇▇▇▇▇▇ ▇▇▇ SLMA nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xixiv) It is the intention of ▇▇▇▇▇▇ MaeSLMA, the Interim Eligible Lender Trustee and Funding, and ▇▇▇▇▇▇ ▇▇▇ SLMA hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Mae's SLMA’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae SLMA or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇SLMA; (xiixv) There 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) 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 (xiiixviii) 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. ▇▇▇▇▇▇ ▇▇▇ Seller represents and warrants to Funding Purchaser as to the Loans purchased by Funding Purchaser under each Purchase Sale Agreement and each ▇B▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms: (ia) ▇▇▇▇▇▇ ▇▇▇ Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, 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 Seller; (c) The Loans constitute “instruments” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (iiie) ▇▇▇▇▇▇ Mae The Seller 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 repurchased by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Seller 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; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) 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 ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Mae, Seller and the Interim Eligible Lender Trustee and FundingPurchaser, and ▇▇▇▇▇▇ ▇▇▇ the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae Seller to the Interim Eligible Lender Trustee on behalf of Funding Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Mae's the Seller’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇Seller; (xiin) The Seller has 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 Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Seller 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 Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. ▇▇▇▇▇▇ ▇▇▇ Seller represents and warrants to Funding Purchaser as to the Loans purchased by Funding Purchaser under each Purchase Sale Agreement and each ▇▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms: (ia) ▇▇▇▇▇▇ ▇▇▇ Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, 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 Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (iiie) ▇▇▇▇▇▇ Mae The Seller 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 repurchased by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; ; (ivf) 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); (v) 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 ▇▇▇▇ of Sale; (vi) Any payments on the Loans received by ▇▇▇▇▇▇ 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; (vii) 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; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ix) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (x) 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 ▇▇▇▇▇▇ ▇▇▇ nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xi) It is the intention of ▇▇▇▇▇▇ Mae, the Interim Eligible Lender Trustee and Funding, and ▇▇▇▇▇▇ ▇▇▇ hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Mae's estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇; (xii) There is only one original executed copy of the promissory note evidencing each Loan; and (xiii) 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. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each Purchase the related Sale Agreement and each ▇▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise note: (ia) ▇▇▇▇▇▇ ▇▇▇ The Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, 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 Seller; (c) The Loans constitute “instruments” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (iiie) ▇▇▇▇▇▇ Mae The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase repurchased or substituted by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Seller 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 or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent or more Delinquent as of the Statistical Cutoff Date with respect to the Loans sold on the Closing Date and no loan is sixty (60) days or more Delinquent as of the Cutoff Date with respect to any Loans substituted after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Mae, the Interim Eligible Lender Trustee Seller and Fundingthe Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller to the Interim Eligible Lender Trustee on behalf of Funding Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Mae's the Seller’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇the Seller; (xiin) The Seller has 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 Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Seller 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 Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each Purchase the related Sale Agreement and each ▇B▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) ▇▇▇▇▇▇ ▇▇▇ The Interim Trustee for the benefit of Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Trustee on behalf of the Purchaser, 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 Seller; (c) The Loans constitute “instruments” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (iiie) ▇▇▇▇▇▇ Mae is The Interim Trustee and Seller are authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase repurchased or substituted by ▇▇▇▇▇▇ ▇▇▇the Seller and or the Interim Trustee, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae operatesthe Seller and the Interim Trustee operate, 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 ▇▇▇▇▇▇ ▇▇▇ the Interim Trustee or the Seller is a party or by which ▇▇▇▇▇▇ Mae the Interim Trustee or the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Interim Trustee; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Interim Trustee for the benefit of the Seller 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 or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is more than sixty (60) days Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Maethe Seller, the Interim Eligible Lender Trustee and FundingTrustee, the Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Trustee, and the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller and the Interim Trustee to the Interim Eligible Lender Trustee on behalf for the benefit of Funding the Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Mae's the Seller’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇the Seller; (xiin) The Seller has 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 Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. For 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 on its behalf 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 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 Interim Trustee; (p) Other than the security interest granted to the Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller and the Interim Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Trustee have not authorized the filing of and is not aware of any financing statements against the Seller or the Interim Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller and the Interim Trustee are not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. The Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each B▇▇▇ of Sale: (a) The Trustee is duly organized and validly existing in good standing under the law of its governing jurisdiction and has an office located within the State of Illinois. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms, each Sale Agreement and each B▇▇▇ of Sale; (b) The Trustee has all requisite power and authority to enter into and to perform the terms of these Master Sale Terms and each Sale Agreement; and (c) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transaction contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each the related Purchase Agreement and each ▇B▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) ▇▇▇▇▇▇ ▇▇▇ The Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Interim Trustee on behalf of the Purchaser, 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 Seller; (c) The Loans constitute “instruments” within the meaning of the applicable UCC; (d) 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; (iiie) ▇▇▇▇▇▇ Mae The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase repurchased or substituted by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans for the consumation of the sale of the Loans hereunder to the Interim Trustee; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Seller 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 or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent Delinquent as of the Statistical Cutoff Date with respect to the Loans sold on the Closing Date and no loan is more than sixty (60) days Delinquent as of the Cutoff Date with respect to any Loans substituted after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Maethe Seller, the Interim Eligible Lender Trustee and Fundingthe Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller to the Interim Eligible Lender Trustee for the benefit of and on behalf of Funding the Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Mae's the Seller’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇the Seller; (xiin) The Seller has 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 Interim Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. For 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 on its behalf 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 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 Interim Trustee; (p) Other than the security interest granted to the Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Interim Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. The Interim Trustee represents and warrants that as of the date of each Purchase Agreement and each B▇▇▇ of Sale: (a) The Interim 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 Illinois. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each B▇▇▇ of Sale; (b) The Interim 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 one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; and (c) 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 Delaware state law, governmental rule or regulation governing the banking or trust powers of the Interim Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser under each Purchase Sale Agreement and each ▇▇▇▇ Bill of Sale executed pursuant to these Master Terms thatSale Terms: (ia) ▇▇▇▇▇▇ ▇▇▇ Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Purchaser, 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 Seller; (c) The Loans constitute "instruments" within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct; (iiie) ▇▇▇▇▇▇ Mae The Seller 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 repurchased by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Seller; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Seller 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; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) 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 ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Mae, the Interim Eligible Lender Trustee Seller and Fundingthe Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller to the Interim Eligible Lender Trustee on behalf of Funding Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Maethe Seller's estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇the Seller; (xiin) The Seller has 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 Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Seller 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 Trustee; (p) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each the related Purchase Agreement and each ▇B▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) ▇▇▇▇▇▇ ▇▇▇ The Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Interim Trustee on behalf of the Purchaser, 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 Seller; and (c) The Loans constitute “instruments” within the meaning of the applicable UCC; (d) 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; (iiie) ▇▇▇▇▇▇ Mae The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase repurchased or substituted by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Interim Trustee; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Seller 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 or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is more than sixty (60) days Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Maethe Seller, the Interim Eligible Lender Trustee and Fundingthe Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller to the Interim Eligible Lender Trustee for the benefit of and on behalf of Funding the Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Mae's the Seller’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇the Seller; (xiin) The Seller has 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 Interim Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. For 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 on its behalf 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 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 Interim Trustee; (p) Other than the security interest granted to the Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Interim Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. The Interim Trustee represents and warrants that as of the date of each Purchase Agreement and each B▇▇▇ of Sale: (a) The Interim 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 Illinois. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each B▇▇▇ of Sale; (b) The Interim 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 one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; and (c) 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 Delaware state law, governmental rule or regulation governing the banking or trust powers of the Interim Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each the related Purchase Agreement and each ▇B▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) ▇▇▇▇▇▇ ▇▇▇ The Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Interim Trustee on behalf of the Purchaser, 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 Seller; (c) The Loans constitute “instruments” within the meaning of the applicable UCC; (d) 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; (iiie) ▇▇▇▇▇▇ Mae The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase repurchased or substituted by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Interim Trustee; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Seller 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 or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent Delinquent as of the Statistical Cutoff Date with respect to the Loans sold on the Closing Date and no loan is more than sixty (60) days Delinquent as of the Cutoff Date with respect to any Loans substituted after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Maethe Seller, the Interim Eligible Lender Trustee and Fundingthe Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller to the Interim Eligible Lender Trustee for the benefit of and on behalf of Funding the Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Mae's the Seller’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇the Seller; (xiin) The Seller has 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 Interim Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Interim 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 Interim Trustee; (p) Other than the security interest granted to the Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Interim Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. The Interim Trustee represents and warrants that as of the date of each Purchase Agreement and each B▇▇▇ of Sale: (a) The Interim 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 Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each B▇▇▇ of Sale; (b) The Interim 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 one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; and (c) 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 Delaware 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 or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each the related Purchase Agreement and each ▇B▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) ▇▇▇▇▇▇ ▇▇▇ The Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Interim Trustee on behalf of the Purchaser, 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 Seller; and (c) The Loans constitute “instruments” within the meaning of the applicable UCC; (d) 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; (iiie) ▇▇▇▇▇▇ Mae The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase repurchased or substituted by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Interim Trustee; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Seller 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 or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is more than sixty (60) days Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Maethe Seller, the Interim Eligible Lender Trustee and Fundingthe Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller to the Interim Eligible Lender Trustee for the benefit of and on behalf of Funding the Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Mae's the Seller’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇the Seller; (xiin) The Seller has 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 Interim Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Interim 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 Interim Trustee; (p) Other than the security interest granted to the Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Interim Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. The Interim Trustee represents and warrants that as of the date of each Purchase Agreement and each B▇▇▇ of Sale: (a) The Interim 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 Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each B▇▇▇ of Sale; (b) The Interim 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 one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; and (c) 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 Delaware 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 or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each the related Purchase Agreement and each ▇▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) ▇▇▇▇▇▇ ▇▇▇ The Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Interim Trustee on behalf of the Purchaser, 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 Seller; (c) The Loans constitute “instruments” within the meaning of the applicable UCC; (d) 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; (iiie) ▇▇▇▇▇▇ Mae The Seller is authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase repurchased or substituted by ▇▇▇▇▇▇ ▇▇▇the Seller, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae the Seller 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 ▇▇▇▇▇▇ ▇▇▇ the Seller is a party or by which ▇▇▇▇▇▇ Mae the Seller 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; (ivf) 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); (vg) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Interim Trustee; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Salewas originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Seller 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 or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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 madeLoans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent or more Delinquent as of the Statistical Cutoff Date with respect to the Loans sold on the Closing Date and no loan is sixty (60) days or more Delinquent as of the Cutoff Date with respect to any Loans substituted after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xim) It is the intention of ▇▇▇▇▇▇ Maethe Seller, the Interim Eligible Lender Trustee and Fundingthe Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller to the Interim Eligible Lender Trustee for the benefit of and on behalf of Funding the Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Mae's the Seller’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇the Seller; (xiin) The Seller has 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 Interim Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each LoanLoan or the electronic records evidencing the same. The Interim 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 Interim Trustee; (p) Other than the security interest granted to the Interim Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Interim Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller is not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. The Interim Trustee represents and warrants that as of the date of each Purchase Agreement and each ▇▇▇▇ of Sale: (a) The Interim 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 Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Terms, each Purchase Agreement and each ▇▇▇▇ of Sale; (b) The Interim 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 one of its officers who is duly authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; and (c) 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 Delaware 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 or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. ▇▇▇▇▇▇ ▇▇▇ The Seller represents and warrants to Funding the Purchaser as to the Loans purchased by Funding the Purchaser or substituted by the Seller under each Purchase the related Sale Agreement and each ▇▇▇▇ of Sale executed pursuant to these Master Terms thatSale Terms, that as of the related Purchase Date, or as of a date otherwise noted: (ia) ▇▇▇▇▇▇ ▇▇▇ The Interim Trustee for the benefit of Seller 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 defenses, or counterclaims have been asserted or threatened with respect to the Loans;Loans; (iib) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Trustee on behalf of the Purchaser, 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 Seller; (c) The Loans constitute “instruments” within the meaning of the applicable UCC; (d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase Sale Agreement and the Loan Transmittal Summary Form is true and correct;correct; (iiie) ▇▇▇▇▇▇ Mae is The Interim Trustee and Seller are authorized to sell, assign, transfer transfer, substitute and repurchase the Loans; Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase repurchased or substituted by ▇▇▇▇▇▇ ▇▇▇the Seller and or the Interim Trustee, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ Mae operatesthe Seller and the Interim Trustee operate, 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 ▇▇▇▇▇▇ ▇▇▇ the Interim Trustee or the Seller is a party or by which ▇▇▇▇▇▇ Mae the Interim Trustee or the Seller 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;thereunder; (ivf) 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);infancy); (vg) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Interim Trustee; (h) Each Loan has been duly made and serviced in accordance with the provisions guidelines of one of the Federal Family Education Programs under which the 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 ▇▇▇▇ of Sale;was originated; (vii) Any payments on the Loans received by ▇▇▇▇▇▇ Mae the Interim Trustee for the benefit of the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; basis; the information with respect to the Loans as of the Cutoff Date or, in the case of any substituted Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and correct;correct; (viij) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting of 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;Loans; (viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixk) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal Federal and state laws;laws; (xl) No Loan is more than one hundred and twenty sixty (12060) days delinquent Delinquent as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and no Loan is more than sixty (60) days Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; arisen; and neither ▇▇▇▇▇▇ ▇▇▇ the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;Documents; (xim) It is the intention of ▇▇▇▇▇▇ Maethe Seller, the Interim Eligible Lender Trustee and FundingTrustee, the Purchaser, and ▇▇▇▇▇▇ ▇▇▇ the Trustee, and the Seller hereby warrants thatwarrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Mae the Seller and the Interim Trustee to the Interim Eligible Lender Trustee on behalf for the benefit of Funding the Purchaser and that the beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇ Mae's the Seller’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae the Seller or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇;the Seller; (xiin) The Seller has 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 Trustee hereunder; (o) There is only one original executed copy of the promissory note evidencing each Loan; Loan or the electronic records evidencing the same. For 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 on its behalf the electronic records evidencing the Notes, in each case as may be necessary to enforce the Note or as may be required by applicable e­sign laws. The Interim 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 Interim Trustee; (p) Other than the security interest granted to the Trustee on behalf of the Purchaser pursuant to this Agreement, the Seller and the Interim Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans. The Seller and the Interim Trustee have not authorized the filing of and is not aware of any financing statements against the Seller or the Interim Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Trustee on behalf of the Purchaser hereunder or that has been terminated or released. The Seller and the Interim Trustee are not aware of any judgment or tax lien filings against the Seller; and (xiiiq) 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. The Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each ▇▇▇▇ of Sale: (a) The Trustee is duly organized and validly existing in good standing under the law of its governing jurisdiction and has an office located within the State of Illinois. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms, each Sale Agreement and each ▇▇▇▇ of Sale; (b) The Trustee has all requisite power and authority to enter into and to perform the terms of these Master Sale Terms and each Sale Agreement; and (c) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transaction contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

Particular. ▇▇▇▇▇▇ ▇▇▇ SLMA represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each ▇B▇▇▇ of Sale executed pursuant these Master Terms that: (i) ▇▇▇▇▇▇ ▇▇▇ 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) 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 “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; (iiiv) ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇SLMA, will be made pursuant to and consistent with the laws and regulations under which ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ SLMA is a party or by which ▇▇▇▇▇▇ 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; (ivvi) 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); (vvii) No consents and approvals are required by the terms of the Loans 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 ▇B▇▇▇ of Sale; (viix) Any payments on the Loans received by ▇▇▇▇▇▇ 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; (viix) 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; (viiixi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (ixxii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xxiii) 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 ▇▇▇▇▇▇ ▇▇▇ SLMA nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents; (xixiv) It is the intention of ▇▇▇▇▇▇ MaeSLMA, the Interim Eligible Lender Trustee and Funding, and ▇▇▇▇▇▇ ▇▇▇ SLMA hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Mae's SLMA’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae SLMA or the appointment of a receiver with respect to ▇▇▇▇▇▇ ▇▇▇SLMA; (xiixv) There 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) 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 (xiiixviii) 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.