Common use of Representations and Warranties of FMER Clause in Contracts

Representations and Warranties of FMER. With respect to Loan Processing Services, FMER hereby represents and warrants to SunTrust at the time of each Loan disbursement, subject to the exceptions noted in subsection 8.3.12 below, as follows: 8.3.1 With respect to each Loan originated hereunder, a Credit Agreement has been duly and properly executed by the Borrower thereunder and is enforceable against such Borrower in accordance with its terms except as enforceability may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by equitable principles. 8.3.2 Without limiting the generality of the foregoing subsection 8.3.1, each Loan has been made to a Borrower who, at the time of origination of the Loan: (i) had the legal capacity to execute and deliver a Credit Agreement under Requirements of Law, including attaining the age of majority; (ii) was not deceased; and, (iii) was a United States citizen/national or a permanent resident alien of the United States. 8.3.3 Except as expressly otherwise approved in writing by SunTrust, each Loan has been originated in the United States of America, its territories, its possessions or other areas subject to its jurisdiction, by FMER in the ordinary course of its business. 8.3.4 Each Loan has been originated in conformity in all material respects with the Program Guidelines and all Requirements of Law with respect to the origination thereof, including the Equal Credit Opportunity Act and any applicable usury laws. No Application for a Loan shall be, or has been, rejected, approved or discouraged by FMER on behalf of SunTrust on the basis of race, sex, color, religion, national origin, age (other than laws limiting the capacity to enter a binding contract) or marital status, the fact that all or a part of any Applicant’s income derives from any public assistance program, or the fact that any Applicant has, in good faith, exercised any right under the Consumer Credit Protection Act. 8.3.5 Each Loan has been documented on forms set forth in the Program Guidelines, which forms, except to the extent otherwise modified from time to time pursuant to Section 3.1.1, (a) require interest accrual (whether or not such interest is being paid currently or is being capitalized) and yield interest at the applicable rate thereto, (b) provide or, when the payment schedule with respect thereto is determined, will provide for payments on a periodic basis that fully amortize the principal amount of the Loan by its maturity, as such maturity may be modified in accordance with any applicable deferral or forbearance periods granted in accordance with Requirements of Law and the Program Guidelines; and (c) contain consumer loan terms in strict conformity with the Program Guidelines; 8.3.6 With respect to each Loan (subject to SunTrust’s obligations above), FMER has provided or caused to be provided, all notices, statements and disclosures required under the Program Guidelines, Requirements of Law, and rules and regulations with respect to the origination thereof, including but not limited to the Truth-in-Lending Disclosure Statements, and each such notice, statement and disclosure was true, correct and complete in all material respects when provided; 8.3.7 Neither FMER nor any of its Affiliates has received any notice or communication alleging noncompliance with the Program Guidelines, or any applicable Requirement of Law with regard to the origination of any Loan. 8.3.8 FMER has not impaired, waived, altered or modified the terms of any Credit Agreement. 8.3.9 All data and records provided by or on behalf of FMER to SunTrust (and the Servicer) with respect to each Loan shall be true, correct and complete when provided in all material respects. 8.3.10 At the time of application, according to the credit bureau report or self-reported application information, no Borrower was a debtor in a bankruptcy proceeding. 8.3.11 All agreements with Subcontractors shall require the Subcontractors to perform in accordance with the relevant portions of this Agreement, the Program Guidelines, the Servicing Agreement, and Requirements of Law. 8.3.12 All of FMC’s and FMER’s representations, warranties and covenants hereunder are subject to the following: (i) FMC’s and FMER’s representations, warranties and covenants hereunder shall not be breached by any occurrence or condition to the extent such occurrence or condition is caused by a breach of one or more of SunTrust’s representations, warranties or covenants regarding compliance with Requirements of Law or the failure of SunTrust to perform any of its other agreements hereunder related to FMER’s or FMC’s performance as expressly set forth in this Agreement. (ii) Execution of Credit Agreements shall be deemed lawful and complete if: (A) an original document received by U.S. mail contains original signatures purporting to be the signatures of all Borrowers, (B) a copy received by fax contains copies of signatures purporting to be signatures of all Borrowers, or (C) if execution is by electronic signature, the Borrower who is electronically signing has satisfied the authentication criteria set forth in the Program Guidelines. (iii) In performing its obligations under this Agreement, FMC and FMER shall be entitled to rely on the accuracy and completeness of all information provided to it by SunTrust, any Borrower or any Eligible Institution. (iv) To the extent that FMER has followed the policies and procedures set forth in its Customer Identification Program, Red Flags Program and Address Mismatch Program, neither FMC nor FMER shall not be liable with respect to any Borrower fraud, identity theft or defective execution with respect to any Applicant or Borrower (or purported Applicant or Borrower).

Representations and Warranties of FMER. With respect to Loan Processing Services, FMER hereby represents and warrants to SunTrust Lender at the time of each Loan disbursement, subject to the exceptions noted in subsection 8.3.12 7.3.11 below, as follows: 8.3.1 7.3.1 With respect to each Loan originated hereunder, a Credit Agreement has been duly and properly executed by the Borrower thereunder and is enforceable against such Borrower in accordance with its terms except as enforceability may be limited or otherwise affected by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by equitable principles. 8.3.2 7.3.2 Without limiting the generality of the foregoing subsection 8.3.17.3.1, each Loan has been made to a Borrower who, at the time of origination of the Loan: (i) had the legal capacity to execute and deliver a Credit Agreement under Requirements of Law, including attaining having attained the age of majority; (ii) was not deceased; and, (iii) was a United States citizen/national or a permanent resident alien of the United States. 8.3.3 7.3.3 Except as expressly otherwise approved in writing by SunTrustLender, each Loan has been originated in the United States of America, its territories, its possessions or other areas subject to its jurisdiction, by FMER in the ordinary course of its business. 8.3.4 7.3.4 Each Loan has been originated in conformity in all material respects with the Program Guidelines and all Requirements of Law with respect to the origination thereof, including the Equal Credit Opportunity Act and any applicable usury laws. No Application for a Loan shall be, or has been, rejected, approved or discouraged by FMER on behalf of SunTrust Lender on the basis of race, sex, color, religion, national origin, age (other than laws limiting the capacity to enter a binding contract) or marital status, the fact that all or a part of any Applicant’s income derives from any public assistance program, or the fact that any Applicant has, in good faith, exercised any right under the Consumer Credit Protection Act. 8.3.5 7.3.5 Each Loan has been documented on forms set forth in the Program Guidelines, which forms, except to the extent otherwise modified from time to time pursuant to Section 3.1.1, (a) require interest accrual (whether or not such interest is being paid currently or is being capitalized) and yield interest at the applicable rate thereto, (b) provide or, when the payment schedule with respect thereto is determined, will provide for payments on a periodic basis that fully amortize the principal amount of the Loan by its maturity, as such maturity may be modified in accordance with any applicable deferral or forbearance periods granted in accordance with Requirements of Law and the Program Guidelines; and (c) contain consumer loan terms in strict conformity with the Program Guidelines; 8.3.6 7.3.6 With respect to each Loan (subject to SunTrustLender’s obligations above), FMER has provided or caused to be provided, all notices, statements and disclosures required under the Program Guidelines, Requirements of Law, and rules and regulations with respect to the origination thereof, including but not limited to the Truth-in-Truth in Lending Disclosure StatementsDisclosures, and each such notice, statement and disclosure was true, correct and complete in all material respects when provided; 8.3.7 7.3.7 Neither FMER nor any of its Affiliates has received any notice or communication alleging noncompliance with the Program Guidelines, or any applicable Requirement of Law with regard to the origination of any Loan. 8.3.8 7.3.8 FMER has not impaired, waived, altered or modified the terms of any Credit Agreement. 8.3.9 7.3.9 All data and records provided by or on behalf of FMER to SunTrust Lender (and the Servicer) with respect to each Loan shall be true, correct and complete when provided in all material respects. 8.3.10 7.3.10 At the time of application, according to the credit bureau report or self-reported application information, no Borrower was a debtor in a bankruptcy proceeding. 8.3.11 All agreements with Subcontractors shall require the Subcontractors to perform in accordance with the relevant portions of this Agreement, the Program Guidelines, the Servicing Agreement, and Requirements of Law. 8.3.12 7.3.11 All of FMC’s and FMER’s representations, warranties and covenants hereunder are subject to the following: (i) FMC’s and FMER’s representations, warranties and covenants hereunder shall not be breached by any occurrence or condition to the extent such occurrence or condition is caused by a breach of one or more of SunTrustLender’s representations, warranties or covenants regarding compliance with Requirements of Law or the failure of SunTrust Lender to perform any of its other agreements hereunder related to FMER’s or FMC’s performance as expressly set forth in this Agreement. (ii) Execution of Credit Agreements shall be deemed lawful and complete if: (A) an original document received by U.S. mail contains original signatures purporting to be the signatures of all Borrowers, (B) a copy received by fax contains copies of signatures purporting to be signatures of all Borrowers, or (C) if execution is by electronic signature, the Borrower who is electronically signing has satisfied the authentication criteria set forth in the Program Guidelines. (iii) In performing its obligations under this Agreement, FMC and FMER shall be entitled to rely on the accuracy and completeness of all information provided to it by SunTrustLender, any Borrower or any Eligible Institution or Eligible K-12 Institution. (iv) To the extent that FMER has followed follows the policies and procedures set forth in its Customer Identification Program, Red Flags Program Policy and Address Mismatch Program, neither FMC nor FMER shall not be liable with respect to any Borrower fraud, identity theft or defective execution with respect to any Applicant or Borrower (or purported Applicant or Borrower).

Representations and Warranties of FMER. With respect to Loan Processing Services, FMER hereby represents and warrants to SunTrust at the time of each Loan disbursementSunTrust, subject to the exceptions noted in subsection 8.3.12 below, as follows: 8.3.1 With respect to each Loan originated hereunder, a Credit Agreement has been duly and properly executed by the Borrower and any Cosigner thereunder and is enforceable against such Borrower and any Cosigner in accordance with its terms except as enforceability may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by equitable principles. 8.3.2 Without limiting the generality of the foregoing subsection 8.3.1, each Loan has been made to a Borrower and Cosigner, if any, who, at the time of origination of the Loan: (i) had the legal capacity to execute and deliver a Credit Agreement under Requirements of Law, including attaining the age of majority; (ii) was not deceased; and, (iii) was a United States citizen/national or a permanent resident alien of the United States. 8.3.3 Except as expressly otherwise approved in writing by SunTrust, each Loan has been originated and each Application has been processed, in the United States of America, its territories, its possessions or other areas subject to its jurisdiction, by FMER in the ordinary course of its business. 8.3.4 Each Loan has been originated and each Application has been processed in conformity in all material respects with the Program Guidelines and all Requirements of Law with respect to the origination thereof, including the Equal Credit Opportunity Act and any applicable usury laws. No Application for a Loan shall be, or has been, rejected, approved or discouraged by FMER on behalf of SunTrust on the basis of race, sex, color, religion, national origin, age (other than laws limiting the capacity to enter a binding contract) or marital status, the fact that all or a part of any Primary Applicant or Secondary Applicant’s , as applicable, income derives from any public assistance program, or the fact that any Primary Applicant or Secondary Applicant, as applicable, has, in good faith, exercised any right under the Consumer Credit Protection Act. 8.3.5 Each Loan has been documented on forms set forth in the Program Guidelines, which forms, except to the extent otherwise modified from time to time pursuant to Section 3.1.1, (a) require interest accrual (whether or not such interest is being paid currently or is being capitalized) and yield interest at the applicable rate thereto, (b) provide or, when the payment schedule with respect thereto is determined, will provide for payments on a periodic basis that fully amortize the principal amount of the Loan by its maturity, as such maturity may be modified in accordance with any applicable deferral deferment or forbearance periods granted in accordance with Requirements of Law and the Program Guidelines and/or Servicing Guidelines; and (c) contain consumer loan Loan terms in strict conformity with the Program Guidelines;. 8.3.6 With respect to each Loan and each Application (subject to SunTrust’s obligations above), FMER has provided or caused to be provided, all notices, statements and disclosures required under the Program Guidelines, Requirements of Law, and rules and regulations with respect to the origination thereof, including but not limited to the Truth-in-Truth in Lending Disclosure Statements, and each such notice, statement and disclosure was true, correct and complete in all material respects when provided;. 8.3.7 Neither FMER nor any of its Affiliates has received any notice or communication alleging noncompliance with the Program Guidelines, or any applicable Requirement of Law with regard to the origination of any LoanLoan and the receipt and process of each Application. 8.3.8 FMER has not impaired, waived, altered or modified the terms of any Credit Agreement. 8.3.9 All data and records provided by or on behalf of FMER to SunTrust (and the Servicer) with respect to each Loan and each Application shall be true, correct and complete when provided in all material respects. 8.3.10 At the time of applicationApplication, according to the credit bureau report or self-reported application Application information, no Borrower or Cosigner was a debtor in a bankruptcy proceeding. 8.3.11 All agreements with Subcontractors shall require the Subcontractors to perform in accordance with the relevant portions of this Agreement, the Program Guidelines, the Servicing Agreement, and Requirements of Law. 8.3.12 All of FMC’s and FMER’s representations, warranties and covenants hereunder are subject to the following: (i) FMC’s and FMER’s representations, warranties and covenants hereunder shall not be breached by any occurrence or condition to the extent such occurrence or condition is caused by a breach of one or more of SunTrust’s representations, warranties or covenants regarding compliance with Requirements of Law or the failure of SunTrust to perform any of its other agreements hereunder related to FMER’s or FMC’s performance as expressly set forth in this Agreement. (ii) Execution of Credit Agreements shall be deemed lawful and complete if: (A) an original document received by U.S. mail contains original signatures purporting to be the signatures of all Borrowersthe Borrower and any Cosigner, (B) a copy received by fax or scan/upload through an Applicant’s account contains copies of signatures purporting to be signatures of all Borrowersthe Borrower and any Cosigner, or (C) if execution is by electronic signature, the Borrower and Cosigner who is is/are electronically signing has has/have satisfied the authentication criteria set forth in the Program Guidelines. (iii) In performing its obligations under this Agreement, FMC and FMER shall be entitled to rely on the accuracy and completeness of all information provided to it by SunTrust, any Borrower Primary Applicant, Secondary Applicant, Borrower, or any Eligible InstitutionCosigner. (iv) To the extent that FMER has followed the policies and procedures set forth in its Customer Identification Program, Red Flags Program and Address Mismatch Program, neither FMC nor FMER shall not be liable with respect to any Primary Applicant, Secondary Applicant, Borrower or Cosigner fraud, identity theft or defective execution with respect to any Primary Applicant or Borrower Secondary Applicant, as applicable, Borrower, or Cosigner (or purported Applicant Primary Applicant, Secondary Applicant, Borrower, or BorrowerCosigner).