Common use of Particular Clause in Contracts

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) ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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 ninety (90) 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 ▇▇▇▇▇▇ ▇▇▇, 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 ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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. Sall▇▇▇▇ ▇▇▇ Mae represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each ▇▇Bill ▇▇ of Sale executed pursuant these Master Terms that: (i) Sall▇▇▇▇ ▇▇▇ 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) ▇▇▇▇Sall▇▇ ▇▇▇ 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 Sall▇▇ ▇▇▇▇▇▇ Mae, will be made pursuant to and consistent with the laws and regulations under which Sall▇▇▇▇ ▇▇▇ ▇▇▇ operates▇rates, 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 Sall▇▇▇▇ ▇▇▇ Mae is a party or by which ▇▇▇▇Sall▇▇ ▇▇▇ 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 ▇▇Bill ▇▇ of Sale; (vi) Any payments on the Loans received by ▇▇▇▇Sall▇▇ ▇▇▇ 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 ninety one hundred and twenty (90120) 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 Sall▇▇▇▇ ▇▇▇ 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 ▇▇▇▇Sall▇▇ ▇▇▇, the ▇▇e Interim Eligible Lender Trustee and Funding, and Sall▇▇▇▇ ▇▇▇ Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇Sall▇▇ ▇▇▇ 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 Sall▇▇ ▇▇▇▇▇▇ Mae's estate in the event of the bankruptcy of ▇▇▇▇Sall▇▇ ▇▇▇ or ▇▇ the appointment of a receiver with respect to Sall▇▇ ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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) ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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 ninety one hundred and twenty (90120) 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 ▇▇▇▇▇▇ ▇▇▇, 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. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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 ninety one hundred and twenty (90120) 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 ▇▇▇▇▇▇ ▇▇▇, 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 ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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. Sall▇▇▇▇ ▇▇▇ Mae represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each ▇▇Bill ▇▇ of Sale executed pursuant these Master Terms that: (i) Sall▇▇▇▇ ▇▇▇ 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) ▇▇▇▇Sall▇▇ ▇▇▇ 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 ▇▇▇▇Sall▇▇ Mae, will be made pursuant to and consistent with the laws and regulations under which Sall▇▇▇▇ ▇▇▇ ▇▇▇ operates▇rates, 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 Sall▇▇▇▇ ▇▇▇ Mae is a party or by which ▇▇▇▇Sall▇▇ ▇▇▇ 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 ▇▇Bill ▇▇ of Sale; (vi) Any payments on the Loans received by Sall▇▇▇▇ ▇▇▇ ▇▇▇ which ▇ch 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 ninety (90) 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 Sall▇▇▇▇ ▇▇▇ 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 ▇▇▇▇Sall▇▇ ▇▇▇, the ▇▇e Interim Eligible Lender Trustee and Funding, and Sall▇▇▇▇ ▇▇▇ Mae hereby warrants that, the transfer and assignment herein contemplated constitute a valid sale of the Loans from ▇▇▇▇Sall▇▇ ▇▇▇ 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 Sall▇▇ ▇▇▇▇▇▇ Mae's estate in the event of the bankruptcy of ▇▇▇▇Sall▇▇ ▇▇▇ or ▇▇ the appointment of a receiver with respect to Sall▇▇ ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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 ninety one hundred and twenty (90120) 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.