Loan Level Representations. The Seller, and to the extent expressly required below, the Eligible Lender Trustee (if applicable), represents and warrants to the Department as to each Loan purchased by the Department under a Bill of Sale, as of the related Purchase Date: (i) The Seller or the Eligible Lender Trustee (as applicable) has good and marketable title to, and the Seller and Eligible Lender Trustee together are the sole owners of, the Loans, free and clear of any security interest or lien (other than an interest or lien that will be released simultaneously with the purchase of the Loan hereunder pursuant to a Security Release Certification), 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 any Loan. The sale of each Loan constitutes the absolute transfer of all right, title and interests of the Seller and the Eligible Lender Trustee (if applicable) in such Loan to the Department free and clear of any lien or adverse claim; (ii) Each Loan is an Eligible Loan and the description of and information regarding the Loans set forth in the Bill of Sale and the Loan Schedule is true, complete and correct; (iii) The Seller or the Eligible Lender Trustee (as applicable) is authorized to sell, assign, transfer and reacquire the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan reacquisition by the Seller or the Eligible Lender Trustee (if applicable), will be made pursuant to and consistent with the laws and regulations under which each of the Seller and the Eligible Lender Trustee (if applicable) 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 it is a party or by which the it or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (iv) Each Loan is in full force and effect in accordance with its terms and is the legal, valid and binding obligations of the respective Borrower thereunder subject to no defenses; (v) No consents and approvals are required by the terms of any Loan for the consummation of the sale of such Loans hereunder to the Department; (vi) Each Loan has been duly made and serviced in accordance with the provisions of the FFELP established under the Higher Education Act, and has been duly guaranteed by a Guarantor; the Guarantee Agreement is in full force and effect, and all premiums due and payable to such Guarantor as of the related Purchase Date shall have been paid in full; (vii) Each Loan provides or, when the payment schedule with respect thereto is determined, will provide for payments on a periodic basis that fully amortize the Principal Balance thereof by its maturity, as such maturity may be modified in accordance with any applicable deferral or forbearance periods granted in accordance with applicable laws, including, those of the Higher Education Act or any applicable Guarantee Agreement, as applicable; (viii) Any payments on a Loan received by the Seller that have been allocated to the reduction of principal and interest on such Loan have been allocated on a simple interest basis; (ix) Each Loan has been duly made and serviced in accordance with the provisions of the related program under which such Loan was originated and all applicable federal, state and local laws; (x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on each Loan and, all disclosures of information required to be made pursuant to the Higher Education Act prior to the Purchase Date have been made; (xi) Each Borrower is an eligible borrower under the terms of Section 428, 428B or 428H of the Higher Education Act, as applicable; (xii) All borrower origination and loan fees required by Section 438 of the Higher Education Act have been paid to the Secretary or appropriately reserved by the Seller or the Eligible Lender Trustee (if applicable) for payment to the Secretary; (xiii) Each Loan is denominated and payable only in Dollars in the United States; (xiv) The transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller or the Eligible Lender Trustee (if applicable) to the Department, and the beneficial interest in and title to such Loans shall not be part of the Seller’s or the Eligible Lender Trustee’s (if applicable) estate in the event of its bankruptcy or the appointment of a receiver with respect to it; (xv) Except for Loans executed electronically, there is only one originally executed Promissory Note evidencing each Loan, and such original Promissory Note (or a true and correct copy thereof) has been delivered to the Custodian as bailee for the Department. For Loans that were executed electronically, the Seller of such Loan (or its designee) has possession of the electronic records evidencing the Promissory Note, including all Loan Documents. The Promissory 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 Department or the Department’s designee; (xvi) To the extent any Loan is evidenced by an electronic Promissory Note or an electronic record, or to the extent the signature of the obligor on any Promissory Note is an electronic signature, the Sponsor has complied (and has caused any originator or servicer of the Loan to comply) with all regulations and other requirements provided by the applicable Guarantor or the Department relating to the validity and enforceability of such Promissory Note; (xvii) Neither the Seller nor the Eligible Lender Trustee (if applicable) has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans (other than an interest or lien that will be released simultaneously with the purchase of the Loan hereunder pursuant to a Security Release Certification or, if applicable, any lien in favor of the Department and its custodian under the Master Participation Agreement). Neither the Seller nor the Eligible Lender Trustee (if applicable) has authorized the filing of or is aware of any financing statements against it that include a description of collateral covering the Loans hereunder or any other security interest that has not been terminated, or that will not be terminated upon purchase by the Department. Neither the Seller nor the Eligible Lender Trustee (if applicable) is aware of any judgment or tax lien filings against it; and (xviii) No Borrower of a Loan as of the related Bill of Sale, is noted in the related Loan File as being currently involved in a bankruptcy proceeding.
Appears in 3 contracts
Samples: Master Loan Sale Agreement, Master Loan Sale Agreement, Master Loan Sale Agreement
Loan Level Representations. The SellerSponsor, and to the extent expressly required below, the Eligible Lender Trustee (if applicable), represents and warrants to the Department as to each Loan purchased by the Department under a Bill of Sale, Eligible Loans subject to any Class A Participation Interest as of the each related Purchase DateDate and as of each date such Loans are subject to a Class A Participation Interest:
(i) The Seller At the time of transfer of title to the Custodian, the Sponsor or the Eligible Lender Trustee (as applicable) has good and marketable title to, and the Seller Sponsor and Eligible Lender Trustee together are the sole owners of, the Loans, free and clear of any security interest or lien (other than an interest or lien that will be released simultaneously with the purchase of the Loan hereunder related Class A Participation Interest pursuant to a Security Release Certification), 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 any Loan. The sale of each Loan constitutes the absolute transfer of all right, title and interests of the Seller and the Eligible Lender Trustee (if applicable) in such Loan to the Department free and clear of any lien or adverse claimLoans;
(ii) Each Loan is an Eligible Loan and the description of and information regarding the Loans set forth in the Bill of Sale Participation Purchase Request and the Loan Schedule is true, complete and correct;
(iii) The Seller or the Eligible Lender Trustee (as applicable) is authorized to sell, assign, transfer and reacquire the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan reacquisition by the Seller Sponsor or the Eligible Lender Trustee (if applicable)) is authorized to transfer the Loans to the Custodian, to cause the Participation Interests to be issued and to sell the Participation Interests to the Department; and the transfer of the Loans to the Custodian and issuance and sale of the Participation Interests will be made pursuant to and consistent with the laws and regulations under which each of the Seller and Sponsor or the Eligible Lender Trustee (if applicable) 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 it is a party or by which the it or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;
(iv) Each Loan is The Loans are each in full force and effect in accordance with its their terms and is the are legal, valid and binding obligations of the respective Borrower Borrowers thereunder subject to no defenses;
(v) No consents and approvals are required by the terms of any Loan the Loans for the consummation of the sale of such Loans the Participation Interests hereunder to the Department;
(vi) Each Loan has been duly made and serviced in accordance with the provisions of the FFELP established under the Higher Education Act, and has been duly guaranteed by a Guarantor; the Guarantee Agreement is in full force and effect, effect and is freely transferable to the Custodian as trustee for the benefit of the Department as an incident to the purchase of each Participation Interest; and all premiums due and payable to such Guarantor as of the related Purchase Date shall have been paid in full;
(vii) Each Loan provides or, when the payment schedule with respect thereto is determined, will provide for payments on a periodic basis that fully amortize the Principal Balance thereof by its maturity, as such maturity may be modified in accordance with any applicable deferral or forbearance periods granted in accordance with applicable laws, including, those of the Higher Education Act or any applicable Guarantee Agreement, as applicable;
(viii) Any payments on a Loan the Loans received by the Seller Sponsor that have been allocated to the reduction of principal and interest on such Loan Loans have been allocated on a simple interest basis;
(ix) Each Loan has been duly made and serviced in accordance with the provisions of the related program under which such Loan was originated and all applicable federal, state and local laws;
(x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on each the Loans and, with respect to any Loan andfor which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act prior to the Purchase Date have been made;
(xix) Each Borrower is an eligible borrower under the terms of Section 428, 428B or 428H of the Higher Education Act, as applicable;
(xiixi) All borrower Borrower origination fees and loan fees required by pursuant to Section 438 of the Higher Education Act have been paid to the Secretary or appropriately reserved by the Seller Sponsor or the Eligible Lender Trustee (if applicable) for payment to the Secretary;
(xiiixii) Each Loan is denominated and payable only in Dollars in the United States;
(xiii) Sponsor has delivered or caused to be delivered to the Custodian as the legal owner of the Loan and trustee for the Department or to the designee of the Custodian, each of the Loan Documents with respect to such Loan;
(xiv) The transfer and assignment herein contemplated constitute a valid sale of the Loans Participation Interests from the Seller or the Eligible Lender Trustee (if applicable) Sponsor to the Department, and the beneficial interest in and title to such Loans Participation Interests shall not be part of the SellerSponsor’s or the Eligible Lender Trustee’s (if applicable) estate in the event of its the bankruptcy of the Sponsor or the appointment of a receiver with respect to itthe Sponsor;
(xv) Except for Loans executed electronically, there is only one originally original executed copy of the Promissory Note evidencing each Loan, and such original Promissory Note (or a true and correct copy thereof) has been delivered to the Custodian as bailee for the Department. For Loans that were executed electronically, the Seller Sponsor of such Loan (or its designee) has possession of the electronic records evidencing the Promissory Note, including all Loan Documents. The Promissory 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 Department or the Department’s designee;
(xvi) To the extent any Loan is evidenced by an electronic Promissory Note or an electronic record, or to the extent the signature of the obligor on any Promissory Note is an electronic signature, the Sponsor has complied (and has caused any originator or servicer of the Loan to comply) with all regulations and other requirements provided by the applicable Guarantor or the Department relating to the validity and enforceability of such Promissory Note;
(xvii) Neither the Seller Sponsor nor the Eligible Lender Trustee (if applicable) has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans other than the conveyance to the Custodian as trustee for the benefit of the Department (other than an (x) the transfer of legal title to the Eligible Lender Trustee (if applicable), or (y) a security interest or lien that will be released simultaneously with the purchase of the Loan hereunder related Class A Participation Interest pursuant to a Security Release Certification or, if applicable, any lien in favor of the Department and its custodian under the Master Participation AgreementCertification). Neither the Seller Sponsor nor the Eligible Lender Trustee (if applicable) has authorized the filing of or is aware of any financing statements against it either party that include includes a description of collateral covering the Purchased Eligible Loans hereunder or any other security interest that has not been terminated, or that will not be terminated upon purchase of the related Class A Participation Interest by the Department. Neither the Seller Sponsor nor the Eligible Lender Trustee (if applicable) is aware of any judgment or tax lien filings against it; and;
(xviii) No Borrower of a Loan as of the related Bill of Sale, is noted in the related Loan File loan file as being currently involved in a bankruptcy proceeding;
(xix) Each grant of the Purchased Eligible Loans by the Sponsor pursuant to this Master Participation Agreement is not subject to the bulk transfer act or any similar statutory provisions in effect in any applicable jurisdiction; and
(xx) Each grant of the Purchased Eligible Loans (including all payments due or to become due thereunder) by the Sponsor pursuant to this Master Participation Agreement is not subject to and will not result in any tax, fee or governmental charge payable by the Sponsor to any federal, state or local government.
Appears in 2 contracts
Samples: Master Participation Agreement, Master Participation Agreement (Nelnet Inc)
Loan Level Representations. The SellerEach of the Conduit and the Conduit Administrator, and to the extent expressly required below, the solely in its capacity as Eligible Lender Trustee (if applicable)for the Conduit, represents and warrants to the Department as to each Loan purchased by the Department under a Bill of SaleDepartment, as of the related Purchase Datedate of each Bill of Sale and as of each Put Date that:
(i) The Seller It has full right and authority to sell, assign and transfer all of its own and the Funding Note Issuer’s right, title and interest in the related Loan;
(ii) It is transferring each related Loan free and clear of any and all liens, pledges, charges, or security interests of any nature of any third party encumbering such Loan resulting from its conduct with respect to the Loan, or suffered by it after the Grant Date;
(iii) Except to the extent consistent with or contemplated by applicable laws, it has not modified the related Loan or the Eligible Lender Trustee Loan Documents in any material respect, or satisfied, cancelled or subordinated such Loan in whole or in part or executed any instrument of release, cancellation or satisfaction with respect thereto;
(iv) It has not, with respect to any Putable Loan sold under any Bill of Sale executed pursuant to this Agreement, agreed to release any Guarantor from any of its contractual obligations as applicablea guarantor of such Putable Loan or agreed otherwise to alter, amend or renegotiate any material term or condition under which such Putable Loan is guaranteed, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of the Department;
(v) has good It provided all notices and marketable title totook all other actions in connection with the sale of each Loan to the Department hereunder, including, without limitation, any Auction, required by the applicable Funding Note Purchase Agreement and the Seller Applicable UCC in order to transfer all right, title and Eligible Lender Trustee together are interest in and to such Loan to the sole owners of, the LoansDepartment, free and clear of any security interest or lien (other than an interest or lien that will be released simultaneously with the purchase of the Loan hereunder pursuant to a Security Release Certification), 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 any Loan. The sale of each Loan constitutes the absolute transfer of all right, title and interests or interest of the Seller and the Eligible Lender Trustee (if applicable) in such Loan to the Department free and clear of any lien or adverse claim;
(ii) Each Loan is an Eligible Loan and the description of and information regarding the Loans set forth in the Bill of Sale and the Loan Schedule is true, complete and correct;
(iii) The Seller or the Eligible Lender Trustee (as applicable) is authorized to sell, assign, transfer and reacquire the Loansapplicable Funding Note Issuer; and the sale, assignment and transfer of such Loans is or, in the case of a Loan reacquisition by the Seller or the Eligible Lender Trustee (if applicable), will be made pursuant to and consistent with the laws and regulations under which each of the Seller and the Eligible Lender Trustee (if applicable) 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 it is a party or by which the it or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;
(iv) Each Loan is in full force and effect in accordance with its terms and is the legal, valid and binding obligations of the respective Borrower thereunder subject to no defenses;
(v) No consents and approvals are required by the terms of any Loan for the consummation of the sale of such Loans hereunder to the Department;and
(vi) Each Loan has been duly made is a Putable Loan and serviced in accordance with all conditions to the provisions exercise of the FFELP established Put Option under the Higher Education Act, and has been duly guaranteed by a Guarantor; the Guarantee Agreement is in full force and effect, and all premiums due and payable to such Guarantor as of the related Purchase Date shall Section 5C have been paid in full;
(vii) Each Loan provides or, when the payment schedule with respect thereto is determined, will provide for payments on a periodic basis that fully amortize the Principal Balance thereof by its maturity, as such maturity may be modified in accordance with any applicable deferral or forbearance periods granted in accordance with applicable laws, including, those of the Higher Education Act or any applicable Guarantee Agreement, as applicable;
(viii) Any payments on a Loan received by the Seller that have been allocated to the reduction of principal and interest on such Loan have been allocated on a simple interest basis;
(ix) Each Loan has been duly made and serviced in accordance with the provisions of the related program under which such Loan was originated and all applicable federal, state and local laws;
(x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on each Loan and, all disclosures of information required to be made pursuant to the Higher Education Act prior to the Purchase Date have been made;
(xi) Each Borrower is an eligible borrower under the terms of Section 428, 428B or 428H of the Higher Education Act, as applicable;
(xii) All borrower origination and loan fees required by Section 438 of the Higher Education Act have been paid to the Secretary or appropriately reserved by the Seller or the Eligible Lender Trustee (if applicable) for payment to the Secretary;
(xiii) Each Loan is denominated and payable only in Dollars in the United States;
(xiv) The transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller or the Eligible Lender Trustee (if applicable) to the Department, and the beneficial interest in and title to such Loans shall not be part of the Seller’s or the Eligible Lender Trustee’s (if applicable) estate in the event of its bankruptcy or the appointment of a receiver with respect to it;
(xv) Except for Loans executed electronically, there is only one originally executed Promissory Note evidencing each Loan, and such original Promissory Note (or a true and correct copy thereof) has been delivered to the Custodian as bailee for the Department. For Loans that were executed electronically, the Seller of such Loan (or its designee) has possession of the electronic records evidencing the Promissory Note, including all Loan Documents. The Promissory 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 Department or the Department’s designee;
(xvi) To the extent any Loan is evidenced by an electronic Promissory Note or an electronic record, or to the extent the signature of the obligor on any Promissory Note is an electronic signature, the Sponsor has complied (and has caused any originator or servicer of the Loan to comply) with all regulations and other requirements provided by the applicable Guarantor or the Department relating to the validity and enforceability of such Promissory Note;
(xvii) Neither the Seller nor the Eligible Lender Trustee (if applicable) has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans (other than an interest or lien that will be released simultaneously with the purchase of the Loan hereunder pursuant to a Security Release Certification or, if applicable, any lien in favor of the Department and its custodian under the Master Participation Agreement). Neither the Seller nor the Eligible Lender Trustee (if applicable) has authorized the filing of or is aware of any financing statements against it that include a description of collateral covering the Loans hereunder or any other security interest that has not been terminated, or that will not be terminated upon purchase by the Department. Neither the Seller nor the Eligible Lender Trustee (if applicable) is aware of any judgment or tax lien filings against it; and
(xviii) No Borrower of a Loan as of the related Bill of Sale, is noted in the related Loan File as being currently involved in a bankruptcy proceedingsatisfied.
Appears in 2 contracts
Samples: Put Agreement, Put Agreement
Loan Level Representations. The Pursuant to each Purchase Agreement (unless otherwise indicated below), the Seller, and to the extent expressly required below, the Eligible Lender Trustee (if applicable) (provided that the representations and warranties contained in subclauses (i)(2), represents (ii)(2), (iii)(2), (xiii)(2), (xiv)(2) and warrants (xvi)(2) shall only be required to be made by the Funding Note Issuer) shall represent and warrant to the Department Funding Note Issuer and its successors and assigns as to each Loan purchased by the Department under a Bill of SaleFunding Note Issuer, and to the Conduit and its successors and assigns as to each Pledged Loan, in each case, as of the related Purchase DateGrant Date thereunder:
(i1) The With respect to any Student Loan Purchase Agreement, the Seller or the Eligible Lender Trustee (as applicable) has good and marketable title to, and the Seller and Eligible Lender Trustee (if applicable) together are the sole owners of, the Loans, free and clear of any security interest or lien (other than an interest or lien that will be released simultaneously with the purchase of the Loan hereunder Loans thereunder pursuant to a Security Release Certification), charges, claims, offsets, defenses, counterclaims or encumbrances of any nature (including, without limitation, any circumstances that could impair transfer of title to the Loans free and clear of the claim of any party) and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to any Loan. The sale of each Loan constitutes the absolute transfer of all right, title and interests of the Seller and the Eligible Lender Trustee (if applicable) in such Loan to the Department Funding Note Issuer free and clear of any lien or adverse claim;
(2) With respect to any Funding Note Purchase Agreement, the Funding Note Issuer with respect to beneficial ownership and its Eligible Lender Trustee with respect to record ownership, each has good and marketable title to and is the sole owner of, the Pledged Loans, free and clear of any security interest or lien (other than an interest or lien that (i) will be released simultaneously with the pledge of the Pledged Loans thereunder pursuant to a Security Release Certification or (ii) Each will be created in favor of the Conduit simultaneously with the pledge of the Pledged Loans thereunder pursuant to one or more financing statements filed in accordance with the Applicable UCC), charges, claims, offsets, defenses, counterclaims or encumbrances of any nature (including, without limitation, any circumstances that could impair the creation and perfection of the security interest in the Loans free and clear of the claim of any party) and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to any Loan. The pledge of each Pledged Loan constitutes a grant by the Funding Note Issuer, with respect to beneficial ownership and its Eligible Lender Trustee with respect to record ownership to the Conduit of a security interest in all of the Funding Note Issuer’s or Eligible Lender Trustee’s, as applicable, property and right (including the power to convey title thereto), title, and interest, whether now owned or hereafter acquired, in and to the Pledged Loans, together with all amounts payable now or in the future with respect to the Pledged Loans;
(1) With respect to any Student Loan Purchase Agreement, each Loan is an Eligible Loan and the description of and information regarding the Loans set forth in the Bill related bill of Sale sale and any loan schedule prepared or delivered or in connection with the Loan Schedule transfer thereof is true, complete and correctcorrect as of the date of the applicable loan schedule;
(iii2) The With respect to any Funding Note Purchase Agreement, each Pledged Loan is an Eligible Loan and the description of and information regarding the Pledged Loans set forth in any loan schedule prepared or delivered in connection with the pledge thereof is true, complete and correct as of the date of the applicable loan schedule;
(1) With respect to any Student Loan Purchase Agreement, the Seller or the Eligible Lender Trustee (as applicable) is authorized to sell, assign, transfer and reacquire the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan reacquisition by the Seller or the Eligible Lender Trustee (if applicable), will be made pursuant to and consistent with the laws and regulations under which each of the Seller and the Eligible Lender Trustee (if applicable) 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 it is a party or by which it 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;
(2) With respect to any Funding Note Purchase Agreement, the Funding Note Issuer with respect to beneficial ownership and the Eligible Lender Trustee with respect to record ownership is authorized to pledge the Pledged Loans and issue the related Funding Notes; and the pledge of such Pledged Loans and issuance of such Funding Notes are made pursuant to and consistent with all applicable laws and regulations, 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 it is a party or by which it or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;
(iv) Each Loan is in full force and effect in accordance with its terms and is the legal, valid and binding obligations of the respective Borrower thereunder subject to no defenses;
(v) No consents and approvals are required by the terms of any Loan for the consummation of the sale of such Loans hereunder to the Department;
(vi) Each Loan has been duly made and serviced in accordance with the provisions of the FFELP established under the Higher Education Act, and has been duly guaranteed by a Guarantor; the Guarantee Agreement is in full force and effect, and all premiums due and payable to such Guarantor as of the related Purchase Grant Date shall have been paid in full;
(viivi) Each Loan provides or, when the payment schedule with respect thereto is determined, will provide for payments on a periodic basis that fully amortize the Principal Balance thereof by its maturity, as such maturity may be modified in accordance with any applicable deferral or forbearance periods granted in accordance with applicable laws, including, those of the Higher Education Act or any applicable Guarantee Agreement, as applicable;
(viiivii) Any payments on a Loan received by the Seller that have been allocated to the reduction of principal and interest on such Loan have been allocated on a simple interest basis;
(ixviii) Each Loan has been duly made and serviced in accordance with the provisions of the related program under which such Loan was originated and all applicable federal, state and local laws;
(xix) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on each Loan and, all disclosures of information required to be made pursuant to the Higher Education Act prior to the Purchase Grant Date have been made;
(xix) Each Borrower is an eligible borrower under the terms of Section 428, 428B or 428H of the Higher Education Act, as applicable;
(xiixi) All borrower origination and loan fees required by Section 438 of the Higher Education Act have been paid to the Secretary or appropriately reserved by the Seller or the Eligible Lender Trustee (if applicable) for payment to the Secretary;
(xiiixii) Each Loan is denominated and payable only in Dollars in the United States;
(xiv1) The With respect to any Student Loan Purchase Agreement, the transfer and assignment herein contemplated therein constitute a valid sale of the Loans from the Seller or the Eligible Lender Trustee (if applicable) to the DepartmentFunding Note Issuer, and the beneficial interest in and title to such Loans shall not be part of the Seller’s or the Eligible Lender Trustee’s (if applicable) estate in the event of its bankruptcy or the appointment of a receiver with respect to it;
(xv2) Except for Loans executed electronicallyWith respect to any Funding Note Purchase Agreement, the pledge contemplated therein constitutes the creation of a first priority security interest in favor of the Conduit, such security interest has been perfected and the Conduit shall be a secured creditor of the Funding Note Issuer in the event of its bankruptcy or the appointment of a receiver with respect to it;
(1) With respect to any Student Loan Purchase Agreement, there is only one originally executed Promissory Note evidencing each Loan, Loan and such original Promissory Note (or a true and correct copy thereof) has been delivered to the Custodian as bailee for designee of the DepartmentFunding Note Issuer. For Loans that were executed electronicallyIf a true and exact copy of an original electronic Promissory Note has been delivered to the Funding Note Issuer or its designee, the Seller of such Loan (or its designee) has possession of the such electronic records evidencing the Promissory Note, including all Loan Documents. The Promissory Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been further pledged, assigned or otherwise conveyed to any Person other than the Funding Note Issuer, the Eligible Lender Trustee or their designee (other than an interest or lien that will be released simultaneously with the purchase of the Loans under the related Purchase Agreement);
(2) With respect to any Funding Note Purchase Agreement, there is only one originally executed Promissory Note evidencing each Pledged Loan and such original Promissory Note (or a true and correct copy thereof) has been delivered to the Conduit Administrator on behalf of the Conduit or its designee. If a true and exact copy of an original electronic Promissory Note has been delivered to the Conduit Administrator on behalf of the Conduit or its designee, the Eligible Lender Trustee of such Loan (or its designee) has possession of such electronic Promissory Note. The Promissory Notes that constitute or evidence the Pledged Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Department Conduit or its designee (other than an interest or lien that will be released simultaneously with the Department’s designeepurchase of the Loans under the related Purchase Agreement);
(xvixv) To the extent any Loan is evidenced by an electronic Promissory Note or an electronic record, or to the extent the signature of the obligor on any Promissory Note is an electronic signatureNote, the Sponsor Seller has complied (and has caused any originator or servicer of the Loan to comply) with all regulations and other requirements provided adopted by the applicable Guarantor or the Department relating to the validity and enforceability of such Promissory Note;
(xvii1) Neither With respect to any Student Loan Purchase Agreement, neither the Seller nor the Eligible Lender Trustee (if applicable) has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans (other than an interest or lien that will be released simultaneously with the purchase of the Loan hereunder thereunder pursuant to a Security Release Certification or, if applicable, any lien in favor of the Department and its custodian under the Master Participation AgreementCertification). Neither the Seller nor the Eligible Lender Trustee (if applicable) has authorized the filing of or is aware of any financing statements against it that include a description of collateral covering the Loans hereunder thereunder (whether or not any additional collateral is covered by such financing statements) or any other security interest that has not been terminatedterminated with respect to the applicable Loans, or that will not be terminated with respect to the applicable Loans upon purchase by the DepartmentFunding Note Issuer. Neither the Seller nor the Eligible Lender Trustee (if applicable) is aware of any judgment or tax lien filings against it; and;
(xviii2) No Borrower of With respect to any Funding Note Purchase Agreement, neither the Funding Note Issuer nor its Eligible Lender Trustee has pledged, assigned, sold, granted a Loan as security interest in, or otherwise conveyed any of the related Bill Pledged Loans (other than an interest or lien that (A) will be released simultaneously with the pledge of Sale, is noted in the related Loan File as being currently involved in Pledged Loans thereunder pursuant to a bankruptcy proceeding.Security Release Certification or
Appears in 2 contracts
Samples: Put Agreement, Put Agreement
Loan Level Representations. The SellerSponsor, and to the extent expressly required below, the Eligible Lender Trustee (if applicable), represents and warrants to the Department as to each Loan purchased by the Department under a Bill of Sale, Eligible Loans subject to any Class A Participation Interest as of the each related Purchase DateDate and as of each date such Loans are subject to a Class A Participation Interest:
(i) The Seller At the time of transfer of title to the Custodian, the Sponsor or the Eligible Lender Trustee (as applicable) has good and marketable title to, and the Seller Sponsor and Eligible Lender Trustee together are the sole owners of, the Loans, free and clear of any security interest or lien (other than an interest or lien that will be released simultaneously with the purchase of the Loan hereunder related Class A Participation Interest pursuant to a Security Release Certification), 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 any Loan. The sale of each Loan constitutes the absolute transfer of all right, title and interests of the Seller and the Eligible Lender Trustee (if applicable) in such Loan to the Department free and clear of any lien or adverse claimLoans;
(ii) Each Loan is an Eligible Loan and the description of and information regarding the Loans set forth in the Bill of Sale Participation Purchase Request and the Loan Schedule is true, complete and correct;
(iii) The Seller or the Eligible Lender Trustee (as applicable) is authorized to sell, assign, transfer and reacquire the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan reacquisition by the Seller Sponsor or the Eligible Lender Trustee (if applicable)) is authorized to transfer the Loans to the Custodian, to cause the Participation Interests to be issued and to sell the Participation Interests to the Department; and the transfer of the Loans to the Custodian and issuance and sale of the Participation Interests will be made pursuant to and consistent with the laws and regulations under which each of the Seller and Sponsor or the Eligible Lender Trustee (if applicable) 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 it is a party or by which the it or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;
(iv) Each Loan is The Loans are each in full force and effect in accordance with its their terms and is the are legal, valid and binding obligations of the respective Borrower Borrowers thereunder subject to no defenses;
(v) No consents and approvals are required by the terms of any Loan the Loans for the consummation of the sale of such Loans the Participation Interests hereunder to the Department;
(vi) Each Loan has been duly made and serviced in accordance with the provisions of the FFELP established under the Higher Education Act, and has been duly guaranteed by a Guarantor; the Guarantee Agreement is in full force and effect, effect and is freely transferable to the Custodian as trustee for the benefit of the Department as an incident to the purchase of each Participation Interest; and all premiums due and payable to such Guarantor as of the related Purchase Date shall have been paid in full;
(vii) Each Loan provides or, when the payment schedule with respect thereto is determined, will provide for payments on a periodic basis that fully amortize the Principal Balance thereof by its maturity, as such maturity may be modified in accordance with any applicable deferral or forbearance periods granted in accordance with applicable lawslaw, including, those of the Higher Education Act Act, Department regulations, or any applicable Guarantee Agreement, as applicable;;
(viii) Any payments on a Loan the Loans received by the Seller Sponsor that have been allocated to the reduction of principal and interest on such Loan Loans have been allocated on a simple interest basis;
(ix) Each Loan has been duly made and serviced in accordance with the provisions of the related program under which such Loan was originated and all applicable federal, state and local laws;
(x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on each the Loans and, with respect to any Loan andfor which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act prior to the Purchase Date have been made;
(xix) Each Borrower is an eligible borrower under the terms of Section 428, 428B or 428H of the Higher Education Act, as applicable;
(xiixi) All borrower Borrower origination fees and loan fees required by pursuant to Section 438 of the Higher Education Act have been paid to the Secretary or appropriately reserved by the Seller Sponsor or the Eligible Lender Trustee (if applicable) for payment to the Secretary;
(xiiixii) Each Loan is denominated and payable only in Dollars in the United States;
(xiii) Sponsor has delivered or caused to be delivered to the Custodian as the legal owner of the Loan and trustee for the Department or to the designee of the Custodian, each of the Loan Documents with respect to such Loan;
(xiv) The transfer and assignment herein contemplated constitute a valid sale of the Loans Participation Interests from the Seller or the Eligible Lender Trustee (if applicable) Sponsor to the Department, and the beneficial interest in and title to such Loans Participation Interests shall not be part of the SellerSponsor’s or the Eligible Lender Trustee’s (if applicable) estate in the event of its the bankruptcy of the Sponsor or the appointment of a receiver with respect to itthe Sponsor;
(xv) Except for Loans executed electronically, there There is only one originally original executed copy of the Promissory Note evidencing each Loan, and such original Promissory Note (or a true and correct copy thereof) has been delivered to the Custodian as bailee for the Department. For Loans that were executed electronically, the Seller Sponsor of such Loan (or its designee) has possession of the electronic records evidencing the Promissory Note, including all Loan Documents. The Promissory Notes that constitute or evidence the Loans do not have any no marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Department, other than one that evidences --
(1) an interest or lien that has already been released or will be released simultaneously with the purchase of the Loan hereunder pursuant to the terms of the Security Release Certification,
(2) an assignment or transfer to or from a predecessor in interest of the Sponsor, or
(3) a lien in favor of the Department or any interest of the Department’s designee;Custodian under the 2009 Master Participation Agreement,
(xvi) To the extent any Loan is evidenced by an electronic Promissory Note or an electronic record, or to the extent the signature of the obligor on any Promissory Note is an electronic signature, the Sponsor has complied (and has caused any originator or servicer of the Loan to comply) with all regulations and other requirements provided by the applicable Guarantor or the Department relating to the validity and enforceability of such Promissory Note;
(xvii) Neither Other than the Seller conveyance to the Custodian as trustee for the benefit of the Department or transfer of legal title to the Eligible Lender Trustees (if applicable), neither the Sponsor nor the Eligible Lender Trustee (if applicable) has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans (other than an unless that action or interest has been rescinded, terminated or lien that released, or will be released so, simultaneously with the purchase of the Loan hereunder related Class A Participation Interest pursuant to a Security Release Certification or, if applicable, any lien in favor of the Department and its custodian under the Master Participation AgreementCertification). Neither the Seller Sponsor nor the Eligible Lender Trustee (if applicable) has authorized the filing of or is aware of any financing statements against it either party that include includes a description of collateral covering the Purchased Eligible Loans hereunder (whether or not additional collateral is covered by such financing statements) or any other security interest that has not been terminated, or that will not be terminated upon purchase of the related Class A Participation Interest by the Department. Neither the Seller Sponsor nor the Eligible Lender Trustee (if applicable) is aware of any judgment or tax lien filings against it; and;
(xviii) No Borrower of a Loan as of the related Bill of Sale, is noted in the related Loan File loan file as being currently involved in a bankruptcy proceeding;
(xix) Each grant of the Purchased Eligible Loans by the Sponsor pursuant to this Master Participation Agreement is not subject to the bulk transfer act or any similar statutory provisions in effect in any applicable jurisdiction; and
(xx) Each grant of the Purchased Eligible Loans (including all payments due or to become due thereunder) by the Sponsor pursuant to this Master Participation Agreement is not subject to and will not result in any tax, fee or governmental charge payable by the Sponsor to any federal, state or local government.
Appears in 1 contract
Samples: Master Participation Agreement
Loan Level Representations. The SellerSponsor, and to the extent expressly required below, the Eligible Lender Trustee (if applicable), represents and warrants to the Department as to each Loan purchased by the Department under a Bill of Sale, Eligible Loans subject to any Class A Participation Interest as of the each related Purchase DateDate and as of each date such Loans are subject to a Class A Participation Interest:
(i) The Seller At the time of transfer of title to the Custodian, the Sponsor or the Eligible Lender Trustee (as applicable) has good and marketable title to, and the Seller Sponsor and Eligible Lender Trustee together are the sole owners of, the Loans, free and clear of any security interest or lien (other than an interest or lien that will be released simultaneously with the purchase of the Loan hereunder related Class A Participation Interest pursuant to a Security Release Certification), 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 any Loan. The sale of each Loan constitutes the absolute transfer of all right, title and interests of the Seller and the Eligible Lender Trustee (if applicable) in such Loan to the Department free and clear of any lien or adverse claimLoans;
(ii) Each Loan is an Eligible Loan and the description of and information regarding the Loans set forth in the Bill of Sale Participation Purchase Request and the Loan Schedule is true, complete and correct;
; (iii) The Seller or the Eligible Lender Trustee (as applicable) is authorized to sell, assign, transfer and reacquire the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan reacquisition by the Seller Sponsor or the Eligible Lender Trustee (if applicable)) is authorized to transfer the Loans to the Custodian, to cause the Participation Interests to be issued and to sell the Participation Interests to the Department; and the transfer of the Loans to the Custodian and issuance and sale of the Participation Interests will be made pursuant to and consistent with the laws and regulations under which each of the Seller and Sponsor or the Eligible Lender Trustee (if applicable) 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 it is a party or by which the it or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;
(iv) Each Loan is in full force and effect in accordance with its terms and is the legal, valid and binding obligations of the respective Borrower thereunder subject to no defenses;
(v) No consents and approvals are required by the terms of any Loan for the consummation of the sale of such Loans hereunder to the Department;
(vi) Each Loan has been duly made and serviced in accordance with the provisions of the FFELP established under the Higher Education Act, and has been duly guaranteed by a Guarantor; the Guarantee Agreement is in full force and effect, and all premiums due and payable to such Guarantor as of the related Purchase Date shall have been paid in full;
(vii) Each Loan provides or, when the payment schedule with respect thereto is determined, will provide for payments on a periodic basis that fully amortize the Principal Balance thereof by its maturity, as such maturity may be modified in accordance with any applicable deferral or forbearance periods granted in accordance with applicable laws, including, those of the Higher Education Act or any applicable Guarantee Agreement, as applicable;
(viii) Any payments on a Loan received by the Seller that have been allocated to the reduction of principal and interest on such Loan have been allocated on a simple interest basis;
(ix) Each Loan has been duly made and serviced in accordance with the provisions of the related program under which such Loan was originated and all applicable federal, state and local laws;
(x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on each Loan and, all disclosures of information required to be made pursuant to the Higher Education Act prior to the Purchase Date have been made;
(xi) Each Borrower is an eligible borrower under the terms of Section 428, 428B or 428H of the Higher Education Act, as applicable;
(xii) All borrower origination and loan fees required by Section 438 of the Higher Education Act have been paid to the Secretary or appropriately reserved by the Seller or the Eligible Lender Trustee (if applicable) for payment to the Secretary;
(xiii) Each Loan is denominated and payable only in Dollars in the United States;
(xiv) The transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller or the Eligible Lender Trustee (if applicable) to the Department, and the beneficial interest in and title to such Loans shall not be part of the Seller’s or the Eligible Lender Trustee’s (if applicable) estate in the event of its bankruptcy or the appointment of a receiver with respect to it;
(xv) Except for Loans executed electronically, there is only one originally executed Promissory Note evidencing each Loan, and such original Promissory Note (or a true and correct copy thereof) has been delivered to the Custodian as bailee for the Department. For Loans that were executed electronically, the Seller of such Loan (or its designee) has possession of the electronic records evidencing the Promissory Note, including all Loan Documents. The Promissory 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 Department or the Department’s designee;
(xvi) To the extent any Loan is evidenced by an electronic Promissory Note or an electronic record, or to the extent the signature of the obligor on any Promissory Note is an electronic signature, the Sponsor has complied (and has caused any originator or servicer of the Loan to comply) with all regulations and other requirements provided by the applicable Guarantor or the Department relating to the validity and enforceability of such Promissory Note;
(xvii) Neither the Seller nor the Eligible Lender Trustee (if applicable) has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans (other than an interest or lien that will be released simultaneously with the purchase of the Loan hereunder pursuant to a Security Release Certification or, if applicable, any lien in favor of the Department and its custodian under the Master Participation Agreement). Neither the Seller nor the Eligible Lender Trustee (if applicable) has authorized the filing of or is aware of any financing statements against it that include a description of collateral covering the Loans hereunder or any other security interest that has not been terminated, or that will not be terminated upon purchase by the Department. Neither the Seller nor the Eligible Lender Trustee (if applicable) is aware of any judgment or tax lien filings against it; and
(xviii) No Borrower of a Loan as of the related Bill of Sale, is noted in the related Loan File as being currently involved in a bankruptcy proceeding.
Appears in 1 contract
Loan Level Representations. The Seller, and to the extent expressly required below, the Eligible Lender Trustee (if applicable), represents and warrants to the Department as to each Loan purchased by the Department under a Bill Xxxx of Sale, as of the related Purchase Date:
(i) The Seller or the Eligible Lender Trustee (as applicable) has good and marketable title to, and the Seller and Eligible Lender Trustee together are the sole owners of, the Loans, free and clear of any security interest or lien (other than an interest or lien that will be released simultaneously with the purchase of the Loan hereunder pursuant to a Security Release Certification), 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 any Loan. The sale of each Loan constitutes the absolute transfer of all right, title and interests of the Seller and the Eligible Lender Trustee (if applicable) in such Loan to the Department free and clear of any lien or adverse claim;
(ii) Each Loan is an Eligible Loan and the description of and information regarding the Loans set forth in the Bill Xxxx of Sale and the Loan Schedule is true, complete and correct;
(iii) The Seller or the Eligible Lender Trustee (as applicable) is authorized to sell, assign, transfer and reacquire the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan reacquisition by the Seller or the Eligible Lender Trustee (if applicable), will be made pursuant to and consistent with the laws and regulations under which each of the Seller and the Eligible Lender Trustee (if applicable) 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 it is a party or by which the it or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;
(iv) Each Loan is in full force and effect in accordance with its terms and is the legal, valid and binding obligations of the respective Borrower thereunder subject to no defenses;
(v) No consents and approvals are required by the terms of any Loan for the consummation of the sale of such Loans hereunder to the Department;
(vi) Each Loan has been duly made and serviced in accordance with the provisions of the FFELP established under the Higher Education Act, and has been duly guaranteed by a Guarantor; the Guarantee Agreement is in full force and effect, and all premiums due and payable to such Guarantor as of the related Purchase Date shall have been paid in full;
(vii) Each Loan provides or, when the payment schedule with respect thereto is determined, will provide for payments on a periodic basis that fully amortize the Principal Balance thereof by its maturity, as such maturity may be modified in accordance with any applicable deferral or forbearance periods granted in accordance with applicable laws, including, those of the Higher Education Act or any applicable Guarantee Agreement, as applicable;
(viii) Any payments on a Loan received by the Seller that have been allocated to the reduction of principal and interest on such Loan have been allocated on a simple interest basis;
(ix) Each Loan has been duly made and serviced in accordance with the provisions of the related program under which such Loan was originated and all applicable federal, state and local laws;
(x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on each Loan and, all disclosures of information required to be made pursuant to the Higher Education Act prior to the Purchase Date have been made;
(xi) Each Borrower is an eligible borrower under the terms of Section 428, 428B or 428H of the Higher Education Act, as applicable;
(xii) All borrower origination and loan fees required by Section 438 of the Higher Education Act have been paid to the Secretary or appropriately reserved by the Seller or the Eligible Lender Trustee (if applicable) for payment to the Secretary;
(xiii) Each Loan is denominated and payable only in Dollars in the United States;
(xiv) The transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller or the Eligible Lender Trustee (if applicable) to the Department, and the beneficial interest in and title to such Loans shall not be part of the Seller’s or the Eligible Lender Trustee’s (if applicable) estate in the event of its bankruptcy or the appointment of a receiver with respect to it;
(xv) Except for Loans executed electronically, there is only one originally executed Promissory Note evidencing each Loan, and such original Promissory Note (or a true and correct copy thereof) has been delivered to the Custodian as bailee for the Department. For Loans that were executed electronically, the Seller of such Loan (or its designee) has possession of the electronic records evidencing the Promissory Note, including all Loan Documents. The Promissory 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 Department or the Department’s designee;
(xvi) To the extent any Loan is evidenced by an electronic Promissory Note or an electronic record, or to the extent the signature of the obligor on any Promissory Note is an electronic signature, the Sponsor has complied (and has caused any originator or servicer of the Loan to comply) with all regulations and other requirements provided by the applicable Guarantor or the Department relating to the validity and enforceability of such Promissory Note;
(xvii) Neither the Seller nor the Eligible Lender Trustee (if applicable) has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans (other than an interest or lien that will be released simultaneously with the purchase of the Loan hereunder pursuant to a Security Release Certification or, if applicable, any lien in favor of the Department and its custodian under the Master Participation Agreement). Neither the Seller nor the Eligible Lender Trustee (if applicable) has authorized the filing of or is aware of any financing statements against it that include a description of collateral covering the Loans hereunder or any other security interest that has not been terminated, or that will not be terminated upon purchase by the Department. Neither the Seller nor the Eligible Lender Trustee (if applicable) is aware of any judgment or tax lien filings against it; and
(xviii) No Borrower of a Loan as of the related Bill Xxxx of Sale, is noted in the related Loan File as being currently involved in a bankruptcy proceeding.
Appears in 1 contract
Loan Level Representations. The Seller, and to the extent expressly required below, the Eligible Lender Trustee (if applicable), represents and warrants to the Department as to each Loan purchased by the Department under a Bill of Sale, as of the related Purchase Date:
(i) The Seller or the Eligible Lender Trustee (as applicable) has good and marketable title to, and the Seller and Eligible Lender Trustee together are the sole owners of, the Loans, free and clear of any security interest or lien lien, charge, claim, offset, defense, counterclaim or encumbrance of any nature (including, without limitation, any circumstance or condition that could impair transfer of title to the Loans free and claim of the claim of any party), other than an interest or lien one that will be released simultaneously with the purchase of the Loan hereunder pursuant to the terms of a Security Release Certification), charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no . No right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to any Loan. The sale of each Loan constitutes the absolute transfer of all right, title and interests of the Seller and the Eligible Lender Trustee (if applicable) in such Loan to the Department free and clear of any lien or adverse claim;
(ii) Each Loan is an Eligible Loan and the description of and information regarding the Loans set forth in the Bill of Sale and the Loan Schedule is true, complete and correct;
(iii) The Seller or the Eligible Lender Trustee (as applicable) is authorized to sell, assign, transfer and reacquire the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan reacquisition by the Seller or the Eligible Lender Trustee (if applicable), will be made pursuant to and consistent with the laws and regulations under which each of the Seller and the Eligible Lender Trustee (if applicable) 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 it is a party or by which the it or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;
(iv) Each Loan is in full force and effect in accordance with its terms and is the legal, valid and binding obligations of the respective Borrower thereunder subject to no defenses;
(v) No consents and approvals are required by the terms of any Loan for the consummation of the sale of such Loans hereunder to the Department;
(vi) Each Loan has been duly made and serviced in accordance with the provisions of the FFELP established under the Higher Education Act, and has been duly guaranteed by a Guarantor; the Guarantee Agreement is in full force and effect, and all premiums due and payable to such Guarantor as of the related Purchase Date shall have been paid in full;
(vii) Each Loan provides or, when the payment schedule with respect thereto is determined, will provide for payments on a periodic basis that fully amortize the Principal Balance thereof by its maturity, as such maturity may be modified in accordance with any applicable deferral or forbearance periods granted in accordance with applicable lawslaw, including, those of including the Higher Education Act Act, Department regulations, or any applicable Guarantee Agreement, as applicable;
(viii) Any payments on a Loan received by the Seller that have been allocated to the reduction of principal and interest on such Loan have been allocated on a simple interest basis;
(ix) Each Loan has been duly made and serviced in accordance with the provisions of the related program under which such Loan was originated and all applicable federal, state and local laws;
(x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on each Loan and, all disclosures of information required to be made pursuant to the Higher Education Act prior to the Purchase Date have been made;
(xi) Each Borrower is an eligible borrower under the terms of Section 428, 428B or 428H of the Higher Education Act, as applicable;
(xii) All borrower origination and loan fees required by Section 438 of the Higher Education Act have been paid to the Secretary or appropriately reserved by the Seller or the Eligible Lender Trustee (if applicable) for payment to the Secretary;
(xiii) Each Loan is denominated and payable only in Dollars in the United States;
(xiv) The transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller or the Eligible Lender Trustee (if applicable) to the Department, and the beneficial interest in and title to such Loans shall not be part of the Seller’s or the Eligible Lender Trustee’s (if applicable) estate in the event of its bankruptcy or the appointment of a receiver with respect to it;
(xv) Except for Loans executed electronically, there There is only one originally executed Promissory Note evidencing each Loan, and such original Promissory Note (or a true and correct copy thereof) has been delivered to the Custodian as bailee for the Department. For Loans that were executed electronically, the Seller of such Loan (or its designee) has possession of the electronic records evidencing the Promissory Note, including all Loan Documents. The Promissory Notes that constitute or evidence the Loans do not have any no marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Department or the Department’s designee, other than those that evidence --
(1) an interest or lien that has already been released or will be released simultaneously with the purchase of the Loan hereunder pursuant to the terms of the Security Release Certification,
(2) an assignment or transfer to or from a predecessor in interest of the Seller, or
(3) a lien in favor of the Department or any interest of the Custodian under the 2009 Master Participation Agreement or the July 25, 2008 Master Participation Agreement;
(xvi) To the extent any Loan is evidenced by an electronic Promissory Note or an electronic record, or to the extent the signature of the obligor on any Promissory Note is an electronic signature, the Sponsor Seller has complied (and has caused any originator or servicer of the Loan to comply) with all regulations and other requirements provided by the applicable Guarantor or the Department relating to the validity and enforceability of such Promissory Note;
(xvii) Neither the Seller nor the Eligible Lender Trustee (if applicable) has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans (other than an unless that action or interest has been rescinded, terminated or lien that released, or will be released so, simultaneously with the purchase of the Loan hereunder pursuant to a Security Release Certification or, if applicable, any lien in favor of the Department and its custodian under the Master Participation Agreement)Certification. Neither the Seller nor the Eligible Lender Trustee (if applicable) has authorized the filing of or is aware of any financing statements against it that include a description of collateral covering the Loans hereunder (whether or not additional collateral is covered by such financing statements) or any other security interest that has not been terminated, or that will not be terminated upon purchase by the Department. Neither the Seller nor the Eligible Lender Trustee (if applicable) is aware of any judgment or tax lien filings against it; and
(xviii) No Borrower of a Loan as of the related Bill of Sale, Sale is noted in the related Loan File as being currently involved in a bankruptcy proceeding.proceeding.
Appears in 1 contract
Samples: Master Loan Sale Agreement
Loan Level Representations. The Pursuant to each Purchase Agreement (unless otherwise indicated below), the Seller, and to the extent expressly required below, the Eligible Lender Trustee (if applicable) (provided that the representations and warranties contained in subclauses (i)(2), represents (ii)(2), (iii)(2), (xiii)(2), (xiv)(2) and warrants (xvi)(2) shall only be required to be made by the Funding Note Issuer) shall represent and warrant to the Department Funding Note Issuer and its successors and assigns as to each Loan purchased by the Department under a Bill of SaleFunding Note Issuer, and to the Conduit and its successors and assigns as to each Pledged Loan, in each case, as of the related Purchase DateGrant Date thereunder:
(i1) The With respect to any Student Loan Purchase Agreement, the Seller or the Eligible Lender Trustee (as applicable) has good and marketable title to, and the Seller and Eligible Lender Trustee (if applicable) together are the sole owners of, the Loans, free and clear of any security interest or lien (other than an interest or lien that will be released simultaneously with the purchase of the Loan hereunder Loans thereunder pursuant to a Security Release Certification), charges, claims, offsets, defenses, counterclaims or encumbrances of any nature (including, without limitation, any circumstances that could impair transfer of title to the Loans free and clear of the claim of any party) and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to any Loan. The sale of each Loan constitutes the absolute transfer of all right, title and interests of the Seller and the Eligible Lender Trustee (if applicable) in such Loan to the Department Funding Note Issuer free and clear of any lien or adverse claim;
(2) With respect to any Funding Note Purchase Agreement, the Funding Note Issuer with respect to beneficial ownership and its Eligible Lender Trustee with respect to record ownership, each has good and marketable title to and is the sole owner of, the Pledged Loans, free and clear of any security interest or lien (other than an interest or lien that (i) will be released simultaneously with the pledge of the Pledged Loans thereunder pursuant to a Security Release Certification or (ii) Each will be created in favor of the Conduit simultaneously with the pledge of the Pledged Loans thereunder pursuant to one or more financing statements filed in accordance with the Applicable UCC), charges, claims, offsets, defenses, counterclaims or encumbrances of any nature (including, without limitation, any circumstances that could impair the creation and perfection of the security interest in the Loans free and clear of the claim of any party) and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to any Loan. The pledge of each Pledged Loan constitutes a grant by the Funding Note Issuer, with respect to beneficial ownership and its Eligible Lender Trustee with respect to record ownership to the Conduit of a security interest in all of the Funding Note Issuer’s or Eligible Lender Trustee’s, as applicable, property and right (including the power to convey title thereto), title, and interest, whether now owned or hereafter acquired, in and to the Pledged Loans, together with all amounts payable now or in the future with respect to the Pledged Loans;
(1) With respect to any Student Loan Purchase Agreement, each Loan is an Eligible Loan and the description of and information regarding the Loans set forth in the Bill related xxxx of Sale sale and any loan schedule prepared or delivered or in connection with the Loan Schedule transfer thereof is true, complete and correctcorrect as of the date of the applicable loan schedule;
(iii2) The With respect to any Funding Note Purchase Agreement, each Pledged Loan is an Eligible Loan and the description of and information regarding the Pledged Loans set forth in any loan schedule prepared or delivered in connection with the pledge thereof is true, complete and correct as of the date of the applicable loan schedule;
(1) With respect to any Student Loan Purchase Agreement, the Seller or the Eligible Lender Trustee (as applicable) is authorized to sell, assign, transfer and reacquire the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan reacquisition by the Seller or the Eligible Lender Trustee (if applicable), will be made pursuant to and consistent with the laws and regulations under which each of the Seller and the Eligible Lender Trustee (if applicable) 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 it is a party or by which it 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;
(2) With respect to any Funding Note Purchase Agreement, the Funding Note Issuer with respect to beneficial ownership and the Eligible Lender Trustee with respect to record ownership is authorized to pledge the Pledged Loans and issue the related Funding Notes; and the pledge of such Pledged Loans and issuance of such Funding Notes are made pursuant to and consistent with all applicable laws and regulations, 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 it is a party or by which it or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;
(iv) Each Loan is in full force and effect in accordance with its terms and is the legal, valid and binding obligations of the respective Borrower thereunder subject to no defenses;
(v) No consents and approvals are required by the terms of any Loan for the consummation of the sale of such Loans hereunder to the Department;
(vi) Each Loan has been duly made and serviced in accordance with the provisions of the FFELP established under the Higher Education Act, and has been duly guaranteed by a Guarantor; the Guarantee Agreement is in full force and effect, and all premiums due and payable to such Guarantor as of the related Purchase Grant Date shall have been paid in full;
(viivi) Each Loan provides or, when the payment schedule with respect thereto is determined, will provide for payments on a periodic basis that fully amortize the Principal Balance thereof by its maturity, as such maturity may be modified in accordance with any applicable deferral or forbearance periods granted in accordance with applicable laws, including, those of the Higher Education Act or any applicable Guarantee Agreement, as applicable;
(viiivii) Any payments on a Loan received by the Seller that have been allocated to the reduction of principal and interest on such Loan have been allocated on a simple interest basis;
(ixviii) Each Loan has been duly made and serviced in accordance with the provisions of the related program under which such Loan was originated and all applicable federal, state and local laws;
(xix) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on each Loan and, all disclosures of information required to be made pursuant to the Higher Education Act prior to the Purchase Grant Date have been made;
(xix) Each Borrower is an eligible borrower under the terms of Section 428, 428B or 428H of the Higher Education Act, as applicable;
(xiixi) All borrower origination and loan fees required by Section 438 of the Higher Education Act have been paid to the Secretary or appropriately reserved by the Seller or the Eligible Lender Trustee (if applicable) for payment to the Secretary;
(xiiixii) Each Loan is denominated and payable only in Dollars in the United States;
(xiv1) The With respect to any Student Loan Purchase Agreement, the transfer and assignment herein contemplated therein constitute a valid sale of the Loans from the Seller or the Eligible Lender Trustee (if applicable) to the DepartmentFunding Note Issuer, and the beneficial interest in and title to such Loans shall not be part of the Seller’s or the Eligible Lender Trustee’s (if applicable) estate in the event of its bankruptcy or the appointment of a receiver with respect to it;
(xv2) Except for Loans executed electronicallyWith respect to any Funding Note Purchase Agreement, the pledge contemplated therein constitutes the creation of a first priority security interest in favor of the Conduit, such security interest has been perfected and the Conduit shall be a secured creditor of the Funding Note Issuer in the event of its bankruptcy or the appointment of a receiver with respect to it;
(1) With respect to any Student Loan Purchase Agreement, there is only one originally executed Promissory Note evidencing each Loan, Loan and such original Promissory Note (or a true and correct copy thereof) has been delivered to the Custodian as bailee for designee of the DepartmentFunding Note Issuer. For Loans that were executed electronicallyIf a true and exact copy of an original electronic Promissory Note has been delivered to the Funding Note Issuer or its designee, the Seller of such Loan (or its designee) has possession of the such electronic records evidencing the Promissory Note, including all Loan Documents. The Promissory Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been further pledged, assigned or otherwise conveyed to any Person other than the Funding Note Issuer, the Eligible Lender Trustee or their designee (other than an interest or lien that will be released simultaneously with the purchase of the Loans under the related Purchase Agreement);
(2) With respect to any Funding Note Purchase Agreement, there is only one originally executed Promissory Note evidencing each Pledged Loan and such original Promissory Note (or a true and correct copy thereof) has been delivered to the Conduit Administrator on behalf of the Conduit or its designee. If a true and exact copy of an original electronic Promissory Note has been delivered to the Conduit Administrator on behalf of the Conduit or its designee, the Eligible Lender Trustee of such Loan (or its designee) has possession of such electronic Promissory Note. The Promissory Notes that constitute or evidence the Pledged Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Department Conduit or its designee (other than an interest or lien that will be released simultaneously with the Department’s designeepurchase of the Loans under the related Purchase Agreement);
(xvixv) To the extent any Loan is evidenced by an electronic Promissory Note or an electronic record, or to the extent the signature of the obligor on any Promissory Note is an electronic signatureNote, the Sponsor Seller has complied (and has caused any originator or servicer of the Loan to comply) with all regulations and other requirements provided adopted by the applicable Guarantor or the Department relating to the validity and enforceability of such Promissory Note;
(xvii1) Neither With respect to any Student Loan Purchase Agreement, neither the Seller nor the Eligible Lender Trustee (if applicable) has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans (other than an interest or lien that will be released simultaneously with the purchase of the Loan hereunder thereunder pursuant to a Security Release Certification or, if applicable, any lien in favor of the Department and its custodian under the Master Participation AgreementCertification). Neither the Seller nor the Eligible Lender Trustee (if applicable) has authorized the filing of or is aware of any financing statements against it that include a description of collateral covering the Loans hereunder thereunder (whether or not any additional collateral is covered by such financing statements) or any other security interest that has not been terminatedterminated with respect to the applicable Loans, or that will not be terminated with respect to the applicable Loans upon purchase by the DepartmentFunding Note Issuer. Neither the Seller nor the Eligible Lender Trustee (if applicable) is aware of any judgment or tax lien filings against it; and;
(xviii2) No Borrower of With respect to any Funding Note Purchase Agreement, neither the Funding Note Issuer nor its Eligible Lender Trustee has pledged, assigned, sold, granted a Loan as security interest in, or otherwise conveyed any of the related Bill Pledged Loans (other than an interest or lien that (A) will be released simultaneously with the pledge of Sale, is noted in the related Loan File as being currently involved in Pledged Loans thereunder pursuant to a bankruptcy proceeding.Security Release Certification or
Appears in 1 contract
Samples: Put Agreement
