Common use of Representations, Warranties and Covenants of the Master Servicer Clause in Contracts

Representations, Warranties and Covenants of the Master Servicer. The Master Servicer makes the following representations, warranties and covenants to the Issuer on the date of this Agreement. The Master Servicer shall be deemed to have repeated the representations and warranties in clauses (1), (2), (6), (7), (8), (9) and (12) on the date the Notes are issued under the Indenture. (1) The Master Servicer (i) is duly incorporated, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated; (ii) is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as contemplated by this Agreement including, without limitation, eligibility as a third- party servicer under the Act; and (iv) is in compliance with all applicable laws and regulations. (2) The execution and delivery by the Master Servicer of this Agreement and the performance of its obligations hereunder (i) are within its corporate power, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or filing with any governmental agency, except for any action or filing that has been taken or made on or before the date of this Agreement; and (iv) do not violate any provision of its certificate of incorporation or bylaws. (3) The Master Servicer will satisfy all of its obligations set forth in this Agreement, maintain in effect all qualifications required in order to service the Financed Student Loans and comply in all material respects with all requirements of law if a failure to comply would have a materially adverse effect on its ability to service the Financed Student Loans. (4) The Master Servicer will not permit any rescission or cancellation of a Financed Student Loan except as ordered by a court or other government authority or as consented to by the Trust Eligible Lender Trustee and the Indenture Trustee, except that it may write off any delinquent Financed Student Loan if the remaining balance of the borrower’s account is less than $50. (5) The Master Servicer will not reschedule, revise, defer or otherwise compromise payments due on any Financed Student Loan except during any applicable interest only, deferral or forbearance periods or otherwise in accordance with all applicable standards and requirements for servicing of the Financed Student Loans. (6) All financial statements of the Master Servicer delivered to the Issuer were prepared according to U.S. generally accepted accounting principles (“GAAP”) consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Master Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). (7) No event which could cause a material adverse effect on the Master Servicer’s financial condition has occurred, and if such event shall occur, the Master Servicer shall promptly give the Issuer notice thereof. (8) The Master Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition or its ability to meet its obligations under this Agreement and no outstanding or unpaid judgments against the Master Servicer exist, and if such event shall occur, the Master Servicer shall promptly give the Issuer notice thereof. (9) The Master Servicer has no knowledge of any basis upon which to believe that each Financed Student Loan (i) is not in compliance in all material respects with all laws and rules and regulations with respect to any Guarantee thereof, and (ii) does not conform to the applicable requirements of eligibility for such Guarantee. (10) The Master Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Agreement to the extent such services are not provided by one or more eligible third-party subservicers under the Act with adequate systems to perform such services. (11) Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a Guaranty Agency, or transferred to another servicer, the Master Servicer agrees as follows: (i) The Master Servicer shall cause to be furnished to the Issuer the consolidated financial statements of CIT Group, Inc. as the Issuer may reasonably request, including quarterly unaudited financial statements within forty-five (45) days after the conclusion of each fiscal quarter, and annual financial statements within one hundred fifty (150) days after the end of each fiscal year audited by nationally recognized independent certified public accountants and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request. (ii) The Master Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP and maintain adequate internal financial controls. (iii) The Master Servicer shall maintain all licenses, permits, and franchises necessary for its business. (12) This Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Master Servicer, enforceable against the Master Servicer according to its terms. (13) The Master Servicer, or its designated agent, shall comply, and shall cause all of its officers, directors, employees and agents to comply, with the provisions of the Act and any regulations or rulings thereunder, with respect to Financed Student Loans that were originated under the Act. (14) The Master Servicer, or its designated agent, shall cause the benefits of the Guarantee Agreements, the Interest Subsidy Payments and the Special Allowance Payments to flow to the Indenture Trustee. (15) The Rating Agency Condition shall have been fulfilled prior to the Master Servicer transferring any of the subservicing of the Financed Student Loans to Education Loan Servicing Corporation from any other Subservicer. (16) The Master Servicer shall notify S&P in writing promptly upon receipt of a notice from any Subservicer that such Subservicer is increasing its fees. Upon the discovery of a breach of certain covenants that have a materially adverse effect on the Financed Student Loans, the Master Servicer will be obligated to purchase or substitute the adversely affected Financed Student Loan as provided in Section 19(4) of this Agreement. Any breach that relates to compliance with the requirements of the Act or the applicable Guaranty Agency but that does not affect that Guaranty Agency’s obligation to guarantee payment of a Financed Student Loan will not be considered to have a material adverse effect.

Representations, Warranties and Covenants of the Master Servicer. The Master Servicer makes the following representations, warranties and covenants to the Issuer on the date of this Agreement. The Master Servicer shall be deemed to have repeated the representations and warranties in clauses (1), (2), (6), (7), (8), (9) and (12) on the date the Notes are issued under the Indenture. (1) The Master Servicer (i) is duly incorporated, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated; (ii) is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as contemplated by this Agreement including, without limitation, eligibility as a third- third-party servicer under the Act; and (iv) is in compliance with all applicable laws and regulations. (2) The execution and delivery by the Master Servicer of this Agreement and the performance of its obligations hereunder (i) are within its corporate power, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or filing with any governmental agency, except for any action or filing that has been taken or made on 7 Master Servicing Agreement or before the date of this Agreement; and (iv) do not violate any provision of its certificate of incorporation or bylaws. (3) The Master Servicer will satisfy all of its obligations set forth in this Agreement, maintain in effect all qualifications required in order to service the Financed Student Loans and comply in all material respects with all requirements of law if a failure to comply would have a materially adverse effect on its ability to service the Financed Student Loans. (4) The Master Servicer will not permit any rescission or cancellation of a Financed Student Loan except as ordered by a court or other government authority or as consented to by the Trust Eligible Lender Trustee and the Indenture Trustee, except that it may write off any delinquent Financed Student Loan if the remaining balance of the borrower’s 's account is less than $50___. (5) The Master Servicer will not reschedule, revise, defer or otherwise compromise payments due on any Financed Student Loan except during any applicable interest only, deferral or forbearance periods or otherwise in accordance with all applicable standards and requirements for servicing of the Financed Student Loans. (6) All financial statements of the Master Servicer delivered to the Issuer were prepared according to U.S. generally accepted accounting principles (“"GAAP”") consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Master Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). (7) No event which could cause a material adverse effect on the Master Servicer’s 's financial condition has occurred, and if such event shall occur, the Master Servicer shall promptly give the Issuer notice thereof. (8) The Master Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition or its ability to meet its obligations under this Agreement and no outstanding or unpaid judgments against the Master Servicer exist, and if such event shall occur, the Master Servicer shall promptly give the Issuer notice thereof. (9) The Master Servicer has no knowledge of any basis upon which to believe that each Financed Student Loan (i) is not in compliance in all material respects with all laws and rules and regulations with respect to any Guarantee thereof, and (ii) does not conform to the applicable requirements of eligibility for such Guarantee. (10) The Master Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Agreement to the extent such services 8 Master Servicing Agreement are not provided by one or more eligible third-party subservicers under the Act with adequate systems to perform such services. (11) Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a Guaranty Agency, or transferred to another servicer, the Master Servicer agrees as follows: (i) The Master Servicer shall cause to be furnished to the Issuer the consolidated its financial statements of CIT Group, Inc. as the Issuer may reasonably request, including quarterly unaudited financial statements within forty-five thirty (4530) days after the conclusion of each fiscal quarter, and annual financial statements within one hundred fifty ninety (15090) days after the end of each fiscal year audited by nationally recognized independent certified public accountants and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request. (ii) The Master Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP and maintain adequate internal financial controls. (iii) The Master Servicer shall maintain all licenses, permits, and franchises necessary for its business. (12) This Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Master Servicer, enforceable against the Master Servicer according to its terms. (13) The Master Servicer, or its designated agent, shall comply, and shall cause all of its officers, directors, employees and agents to comply, with the provisions of the Act and any regulations or rulings thereunder, with respect to Financed Student Loans that were originated under the Act. (14) The Master Servicer, or its designated agent, shall cause the benefits of the Guarantee Agreements, the Interest Subsidy Payments and the Special Allowance Payments to flow to the Indenture Trustee. (15) The Rating Agency Condition shall have been fulfilled prior to the Master Servicer transferring any of the subservicing of the Financed Student Loans to Education Loan Servicing Corporation from any other Subservicer. (16) The Master Servicer shall notify S&P in writing promptly upon receipt of a notice from any Subservicer that such Subservicer is increasing its fees. Upon the discovery of a breach of certain covenants that have a materially adverse effect on the Financed Student Loans, the Master Servicer will be obligated to purchase or substitute the adversely affected Financed Student Loan as provided unless the breach is cured within the time period prescribed in Section 19(4) of this Agreement10 hereof. Any breach that relates to compliance with the requirements of the Act or the applicable Guaranty Agency but that does not affect that Guaranty Agency’s 's obligation to guarantee payment of a Financed Student Loan will not be considered to have a material adverse effect. The purchase or substitution and reimbursement obligations of the Master Servicer will constitute the sole remedy available to the Issuer for any uncured breach. The Master Servicer's purchase or substitution and reimbursement obligations are contractual obligations that the Issuer may enforce, but the breach of these obligations will not constitute an event of default under the Indenture.

Representations, Warranties and Covenants of the Master Servicer. The Master Servicer makes the following representations, warranties and covenants to the Issuer on the date of this Agreement. The Master Servicer shall be deemed to have repeated the representations and warranties in clauses (1), (2), (6), (7), (8), (9) and (12) on the date the Notes are issued under the Indenture. (1) The Master Servicer (i) is duly incorporated, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated; (ii) is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as contemplated by this Agreement including, without limitation, eligibility as a third- third-party servicer under the Act; and (iv) is in compliance with all applicable laws and regulations. (2) The execution and delivery by the Master Servicer of this Agreement and the performance of its obligations hereunder (i) are within its corporate power, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or filing with any governmental agency, except for any action or filing that has been taken or made on or before the date of this Agreement; and (iv) do not violate any provision of its certificate of incorporation or bylaws. (3) The Master Servicer will satisfy all of its obligations set forth in this Agreement, maintain in effect all qualifications required in order to service the Financed Student Loans and comply in all material respects with all requirements of law if a failure to comply would have a materially adverse effect on its ability to service the Financed Student Loans. (4) The Master Servicer will not permit any rescission or cancellation of a Financed Student Loan except as ordered by a court or other government authority or as consented to by the Trust Eligible Lender Trustee and the Indenture Trustee, except that it may write off any delinquent Financed Student Loan if the remaining balance of the borrower’s 's account is less than $50. (5) The Master Servicer will not reschedule, revise, defer or otherwise compromise payments due on any Financed Student Loan except during any applicable interest only, deferral or forbearance periods or otherwise in accordance with all applicable standards and requirements for servicing of the Financed Student Loans. (6) All financial statements of the Master Servicer delivered to the Issuer were prepared according to U.S. generally accepted accounting principles (“"GAAP”") consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Master Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). (7) No event which could cause a material adverse effect on the Master Servicer’s 's financial condition has occurred, and if such event shall occur, the Master Servicer shall promptly give the Issuer notice thereof. (8) The Master Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition or its ability to meet its obligations under this Agreement and no outstanding or unpaid judgments against the Master Servicer exist, and if such event shall occur, the Master Servicer shall promptly give the Issuer and the Indenture Trustee notice thereof. (9) The Master Servicer has no knowledge of any basis upon which to believe that each Financed Student Loan (i) is not in compliance in all material respects with all laws and rules and regulations with respect to any Guarantee thereof, and (ii) does not conform to the applicable requirements of eligibility for such Guarantee. (10) The Master Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Agreement to the extent such services are not provided by one or more eligible third-party subservicers under the Act with adequate systems to perform such services. (11) Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a Guaranty Agency, or transferred to another servicer, the Master Servicer agrees as follows: (i) The Master Servicer shall cause to be furnished to the Issuer the consolidated its financial statements of CIT Group, Inc. as the Issuer may reasonably request, including quarterly unaudited financial statements within forty-five thirty (4530) days after the conclusion of each fiscal quarter, and annual financial statements within one hundred fifty ninety (15090) days after the end of each fiscal year audited by nationally recognized independent certified public accountants and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request. (ii) The Master Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP and maintain adequate internal financial controls. (iii) The Master Servicer shall maintain all licenses, permits, and franchises necessary for its business. (12) This Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Master Servicer, enforceable against the Master Servicer according to its terms. (13) The Master Servicer, or its designated agent, shall comply, and shall cause all of its officers, directors, employees and agents to comply, with the provisions of the Act and any regulations or rulings thereunder, with respect to Financed Student Loans that were originated under the Act. (14) The Master Servicer, or its designated agent, shall cause the benefits of the Guarantee Agreements, the Interest Subsidy Payments and the Special Allowance Payments to flow to the Indenture Trustee. (15) The Rating Agency Condition shall have been fulfilled prior to the Master Servicer transferring any of the subservicing of the Financed Student Loans to Education Loan Servicing Corporation from any other Subservicer. (16) The Master Servicer shall notify S&P in writing promptly upon receipt of a notice from any Subservicer that such Subservicer is increasing its fees. Upon the discovery of a breach of certain covenants that have a materially adverse effect on the Financed Student Loans, the Master Servicer will be obligated to purchase or substitute the adversely affected Financed Student Loan as provided unless the breach is cured within the time period prescribed in Section 19(4) of this Agreement10 hereof. Any breach that relates to compliance with the requirements of the Act or the applicable Guaranty Agency but that does not affect that Guaranty Agency’s 's obligation to guarantee payment of a Financed Student Loan will not be considered to have a material adverse effect. The purchase or substitution and reimbursement obligations of the Master Servicer will constitute the sole remedy available to the Issuer for any uncured breach. The Master Servicer's purchase or substitution and reimbursement obligations are contractual obligations that the Issuer may enforce, but the breach of these obligations will not constitute an event of default under the Indenture.

Representations, Warranties and Covenants of the Master Servicer. The Master Servicer makes the following representations, warranties and covenants to the Issuer on the date of this Agreement. The Master Servicer shall be deemed to have repeated the representations and warranties in clauses (1), (2), (6), (7), (8), (9) and (12) on the date the Notes are issued under the Indenture. (1) The Master Servicer (i) is duly incorporated, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated; (ii) is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing; (iii) possesses all requisite authority, permits and power to conduct its business as contemplated by this Agreement including, without limitation, eligibility as a third- third-party servicer under the Act; and (iv) is in compliance with all applicable laws and regulations. (2) The execution and delivery by the Master Servicer of this Agreement and the performance of its obligations hereunder (i) are within its corporate power, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or filing with any governmental agency, except for any action or filing that has been taken or made on or before the date of this Agreement; and (iv) do not violate any provision of its certificate of incorporation or bylaws. (3) The Master Servicer will satisfy all of its obligations set forth in this Agreement, maintain in effect all qualifications required in order to service the Financed Student Loans and comply in all material respects with all requirements of law if a failure to comply would have a materially adverse effect on its ability to service the Financed Student Loans. (4) The Master Servicer will not permit any rescission or cancellation of a Financed Student Loan except as ordered by a court or other government authority or as consented to by the Trust Eligible Lender Trustee and the Indenture Trustee, except that it may write off any delinquent Financed Student Loan if the remaining balance of the borrower’s 's account is less than $50. (5) The Master Servicer will not reschedule, revise, defer or otherwise compromise payments due on any Financed Student Loan except during any applicable interest only, deferral or forbearance periods or otherwise in accordance with all applicable standards and requirements for servicing of the Financed Student Loans. (6) All financial statements of the Master Servicer delivered to the Issuer were prepared according to U.S. generally accepted accounting principles (“"GAAP”") consistently applied and present fairly, in all material respects, the financial condition, results of operations and cash flows of the Master Servicer as of, and for the portion of the fiscal year ending on their date or dates (subject, in the case of financial statements other than annual ones, only to normal year-end adjustments). (7) No event which could cause a material adverse effect on the Master Servicer’s 's financial condition has occurred, and if such event shall occur, the Master Servicer shall promptly give the Issuer notice thereof. (8) The Master Servicer is not subject to, or aware of the threat of, any litigation that is reasonably likely to be determined adversely to it and that, if so adversely determined, would have a material adverse effect on its financial condition or its ability to meet its obligations under this Agreement and no outstanding or unpaid judgments against the Master Servicer exist, and if such event shall occur, the Master Servicer shall promptly give the Issuer notice thereof. (9) The Master Servicer has no knowledge of any basis upon which to believe that each Financed Student Loan (i) is not in compliance in all material respects with all laws and rules and regulations with respect to any Guarantee thereof, and (ii) does not conform to the applicable requirements of eligibility for such Guarantee. (10) The Master Servicer further agrees to maintain its servicing system so that it will continue to provide all services required under this Agreement to the extent such services are not provided by one or more eligible third-party subservicers under the Act with adequate systems to perform such services. (11) Until all Financed Student Loans serviced hereunder have been repaid in full, or paid as a claim by a Guaranty Agency, or transferred to another servicer, the Master Servicer agrees as follows: (i) The Master Servicer shall cause to be furnished to the Issuer the consolidated its financial statements of CIT Group, Inc. as the Issuer may reasonably request, including quarterly unaudited financial statements within forty-five thirty (4530) days after the conclusion of each fiscal quarter, and annual financial statements within one hundred fifty ninety (15090) days after the end of each fiscal year audited by nationally recognized independent certified public accountants and such other information with respect to its business affairs, assets, and liabilities as the Issuer may reasonably request. (ii) The Master Servicer shall maintain books, records and accounts necessary to prepare financial statements according to GAAP and maintain adequate internal financial controls. (iii) The Master Servicer shall maintain all licenses, permits, and franchises necessary for its business. (12) This Agreement will, upon execution and delivery by all parties thereto, constitute a legal and binding obligation of the Master Servicer, enforceable against the Master Servicer according to its terms. (13) The Master Servicer, or its designated agent, shall comply, and shall cause all of its officers, directors, employees and agents to comply, with the provisions of the Act and any regulations or rulings thereunder, with respect to Financed Student Loans that were originated under the Act. (14) The Master Servicer, or its designated agent, shall cause the benefits of the Guarantee Agreements, the Interest Subsidy Payments and the Special Allowance Payments to flow to the Indenture Trustee. (15) The Rating Agency Condition shall have been fulfilled prior to the Master Servicer transferring any of the subservicing of the Financed Student Loans to Education Loan Servicing Corporation from any other Subservicer. (16) The Master Servicer shall notify S&P in writing promptly upon receipt of a notice from any Subservicer that such Subservicer is increasing its fees. Upon the discovery of a breach of certain covenants that have a materially adverse effect on the Financed Student Loans, the Master Servicer will be obligated to purchase or substitute the adversely affected Financed Student Loan as provided unless the breach is cured within the time period prescribed in Section 19(4) of this Agreement10 hereof. Any breach that relates to compliance with the requirements of the Act or the applicable Guaranty Agency but that does not affect that Guaranty Agency’s 's obligation to guarantee payment of a Financed Student Loan will not be considered to have a material adverse effect. The purchase or substitution and reimbursement obligations of the Master Servicer will constitute the sole remedy available to the Issuer for any uncured breach. The Master Servicer's purchase or substitution and reimbursement obligations are contractual obligations that the Issuer may enforce, but the breach of these obligations will not constitute an event of default under the Indenture.