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 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; (v) ▇▇▇▇▇▇ 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; (vi) 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); (vii) 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; (ix) 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; (x) 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; (xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary; (xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xiii) 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; (xiv) 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 ▇▇▇▇▇▇ Mae; (xv) 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 (xviii) 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.
Appears in 2 contracts
Sources: Purchase Agreement (SLM Funding Corp), Purchase Agreement (SLM Funding Corp)
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 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 "instrumentsAccounts" within the meaning of the applicable UCC and are within the coverage of Section 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;
(v) ▇▇▇▇▇▇ 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;
(vi) 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);
(vii) No consents and approvals are required by the terms of the Loans to 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;
(ix) 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;
(x) 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;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) 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;
(xiv) 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 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 estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae ▇▇▇ or the appointment of a receiver with respect to ▇▇▇▇▇▇ Mae;
(xv) 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 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 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
(xviii) 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.
Appears in 2 contracts
Sources: Purchase Agreement (SLM Funding LLC), Purchase Agreement (SLM Funding LLC)
Particular. ▇▇▇▇▇▇ ▇▇▇ Sallie Mae represents and warrants to Funding as to the Loans purchased ▇▇▇▇▇ased by Funding under each Purchase Agreement and each ▇▇▇▇ Bill of Sale executed pursuant these Master Terms that:
(i) ▇▇▇▇▇▇ ▇▇▇ Sallie Mae has good and marketable title to, and is the sole ▇▇▇e 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 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;
(v) ▇▇▇▇▇▇ Sallie Mae is authorized to sell, assign, transfer and repurchase ▇▇▇▇r▇▇▇se the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase by ▇▇▇▇▇▇ ▇▇▇Sallie Mae, will be made pursuant to and consistent with the w▇▇▇ ▇▇e laws and regulations under which ▇▇▇▇▇▇ Sallie Mae operates, and will not violate any decree, judgment ▇▇▇▇▇e▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ Sallie Mae is a party or by which ▇▇▇▇▇▇ Sallie Mae or its property is bound, or constitute a default ▇▇▇▇▇▇t (or ▇r an event which could constitute a default with the passage of time or notice or both) thereunder;
(vi) 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);
(vii) 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 ▇▇▇▇ Bill of Sale;
(ix) Any payments on the Loans received by ▇▇rece▇▇▇▇ by Sallie Mae which have been allocated to reduction of principal ▇▇▇▇▇▇p▇▇ 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;
(x) 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;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) 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 ▇▇▇▇▇▇ ▇▇▇ Sallie Mae nor any predecessor holder of any Loan has waived ▇▇▇▇▇d any of the foregoing other than as permitted by the Basic Documents;
(xiv) It is the intention of ▇▇▇▇▇▇ Sallie Mae, the Interim Eligible Lender Trustee and Funding, and F▇▇▇▇▇▇ ▇, ▇▇▇ d Sallie Mae hereby warrants that, the transfer and assignment ass▇▇▇▇▇▇t herein contemplated constitute a valid sale of the Loans from ▇▇▇▇▇▇ Sallie 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 ▇▇▇▇▇▇ Sallie Mae's estate in the event of the bankruptcy of ▇▇▇▇▇▇ e Mae or the appointment of a receiver with respect to resp▇▇▇ ▇▇ ▇▇▇▇▇▇ lie Mae;
(xv) The Eligible Lender Trustee and the Seller ▇▇▇ ▇▇ller 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 Except for Loans executed electronically, there is only one original executed copy of the promissory note evidencing each Loan. For Loans which 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
(xviii) 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.
Appears in 1 contract
Sources: Purchase Agreement (SLM Funding LLC)
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 "instrumentsAccounts" within the meaning of the applicable UCC and are within the coverage of Section 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;
(v) ▇▇▇▇▇▇ 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;
(vi) 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);
(vii) 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;
(ix) 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;
(x) 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;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) 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;
(xiv) 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;
(xv) 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 Except for Loans executed electronically, 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
(xviii) 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.
Appears in 1 contract
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 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;
(v) ▇▇▇▇▇▇ 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;
(vi) 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);
(vii) 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;
(ix) 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;
(x) 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;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) 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;
(xiv) 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;
(xv) 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
(xviii) 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.
Appears in 1 contract
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 "instrumentsAccounts" within the meaning of the applicable UCC and are within the coverage of Section 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;
(v) ▇▇▇▇▇▇ 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;
(vi) 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);
(vii) 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 Trustee, on behalf of Funding 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;
(ix) 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;
(x) 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;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) No Loan is more than one two hundred and twenty ten (120210) 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 ▇▇▇▇▇▇ ▇▇▇ nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;
(xiv) 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 Trustee, for the benefit and on behalf of Funding 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▇▇▇;
(xv) 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 Except for Loans executed electronically, there is only one original executed copy of the promissory note evidencing each Loan. For Loans which 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
(xviii) 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.
Appears in 1 contract
Sources: Purchase Agreement (SLM Funding LLC)
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 "instrumentsAccounts" within the meaning of the applicable UCC and are within the coverage of Section 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;
(v) ▇▇▇▇▇▇ 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;
(vi) 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);
(vii) 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;
(ix) 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;
(x) 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;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) 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 ▇▇▇▇▇▇ ▇▇▇ nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;
(xiv) 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 ▇▇▇▇▇▇ Mae;
(xv) 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 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
(xviii) 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.
Appears in 1 contract
Sources: Purchase Agreement (SLM Funding LLC)
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 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;
(v) ▇▇▇▇▇▇ 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;
(vi) 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);
(vii) 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;
(ix) 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;
(x) 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;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) 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;
(xiv) 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;
(xv) 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 Except for Loans executed electronically, there is only one original executed copy of the promissory note evidencing each Loan. For Loans which 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
(xviii) 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.
Appears in 1 contract
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 "instrumentsAccounts" within the meaning of the applicable UCC and are within the coverage of Section 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;
(v) ▇▇▇▇▇▇ 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;
(vi) 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);
(vii) 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 Trustee, for the benefit and on behalf of Funding 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;
(ix) 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;
(x) 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;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) No Loan is more than one two hundred and twenty ten (120210) 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 ▇▇▇▇▇▇ ▇▇▇ Mae nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;
(xiv) 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 Trustee, for the benefit and on behalf of Funding 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;
(xv) 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 Except for Loans executed electronically, there is only one original executed copy of the promissory note evidencing each Loan. For Loans which 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
(xviii) 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.
Appears in 1 contract
Sources: Purchase Agreement (SLM Funding LLC)
Particular. ▇▇▇▇▇▇ ▇▇▇ represents and warrants to Funding as to the Loans purchased by Funding under each Purchase Agreement and each ▇▇▇▇ of Sale executed pursuant to 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 "instrumentsAccounts" within the meaning of the applicable UCC and are within the coverage of Section 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;
(v) ▇▇▇▇▇▇ 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;
(vi) 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);
(vii) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Interim 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 for the benefit and 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;
(ix) 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;
(x) 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;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) No Loan is more than one two hundred and twenty ten (120210) 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 ▇▇▇▇▇▇ ▇▇▇ nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;
(xiv) 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 for the benefit and 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▇▇▇;
(xv) 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 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
(xviii) 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.
Appears in 1 contract
Sources: Purchase Agreement (SLM Funding LLC)
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 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;
(v) ▇▇▇▇▇▇ 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;
(vi) 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);
(vii) 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;
(ix) 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;
(x) 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;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) 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;
(xiv) 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;
(xv) 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
(xviii) 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.
Appears in 1 contract
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 "instrumentsAccounts" within the meaning of the applicable UCC and are within the coverage of Section 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;
(v) ▇▇▇▇▇▇ 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;
(vi) 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);
(vii) 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;
(ix) 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;
(x) 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;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) 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;
(xiv) 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 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 estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae ▇▇▇ or the appointment of a receiver with respect to ▇▇▇▇▇▇ Mae;
(xv) 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 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
(xviii) 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.
Appears in 1 contract
Sources: Purchase Agreement (SLM Funding LLC)
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 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 "instruments" “Accounts” within the meaning of the applicable UCC and are within the coverage of Section 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;
(v) ▇▇▇▇▇▇ 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;
(vi) 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);
(vii) No consents and approvals are required by the terms of the Loans to 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;
(ix) 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;
(x) 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;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) 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;
(xiv) 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 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 ’s estate in the event of the bankruptcy of ▇▇▇▇▇▇ Mae ▇▇▇ or the appointment of a receiver with respect to ▇▇▇▇▇▇ Mae;
(xv) 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 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 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
(xviii) 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.
Appears in 1 contract
Sources: Purchase Agreement (SLM Funding LLC)