Representations and Warranties of Seller and Eligible Lender Trustee. (A) General The Seller represents and warrants to the Purchaser that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the related Purchase Date: (i) The Interim Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act; (ii) The Interim Eligible Lender Trustee and the Seller are duly organized and existing under the laws of their respective governing jurisdictions; (iii) The Interim Eligible Lender Trustee and the Seller have all requisite power and authority to enter into and to perform the terms of these Master Sale Terms, the Initial Sale Agreement and any Additional Sale Agreement, the Initial Xxxx of Sale and any Additional Xxxx of Sale; (iv) The Interim Eligible Lender Trustee and the Seller will not, with respect to any Loan purchased under any Sale Agreement executed pursuant to these Master Sale Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of the Purchaser; and (v) The Seller does not have the right to cause the Servicer, SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding or VL Funding, as applicable, to modify, discontinue or terminate any borrower benefit incentive program at any time and for any reason.
Appears in 4 contracts
Samples: Sale Agreement (SLM Student Loan Trust 2013-2), Sale Agreement (SLM Student Loan Trust 2012-5), Sale Agreement (SLM Student Loan Trust 2012-3)
Representations and Warranties of Seller and Eligible Lender Trustee. (A) General The Seller represents and warrants to the Purchaser that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the related Purchase Date:
(i) The Interim Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;
(ii) The Interim Eligible Lender Trustee and the Seller are duly organized and existing under the laws of their respective governing jurisdictions;
(iii) The Interim Eligible Lender Trustee and the Seller have all requisite power and authority to enter into and to perform the terms of these Master Sale Terms, the Initial Sale Agreement and any Additional Sale Agreement, the Initial Xxxx of Sale and any Additional Xxxx of Sale;
(iv) The Interim Eligible Lender Trustee and the Seller will not, with respect to any Loan purchased under any Sale Agreement executed pursuant to these Master Sale Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of the Purchaser; and
(v) The Seller does not have the right to cause the Servicer, SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding or Funding, VL Funding, as applicable, to modify, discontinue or terminate any borrower benefit incentive program at any time and for any reason.
Appears in 1 contract
Samples: Sale Agreement (SLM Funding LLC)
Representations and Warranties of Seller and Eligible Lender Trustee. (A) General The Seller represents and warrants to the Purchaser that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the related Purchase Date:
(i) The Interim Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;
(ii) The Interim Eligible Lender Trustee and the Seller are duly organized and existing under the laws of their respective governing jurisdictions;
(iii) The Interim Eligible Lender Trustee and the Seller have all requisite power and authority to enter into and to perform the terms of these Master Sale Terms, the Initial Sale Agreement and any Additional Sale Agreement, the Initial Xxxx of Sale and any Additional Xxxx of Sale;; and
(iv) The Interim Eligible Lender Trustee and the Seller will not, with respect to any Loan purchased under any Sale Agreement executed pursuant to these Master Sale Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of the Purchaser; and.
(B) Particular The Seller represents and warrants to the Purchaser as to the Purchased Loans purchased by the Purchaser or substituted by the Seller under the Initial Sale Agreement with respect to the Initial Loans, or each Additional Sale Agreement with respect to any Additional Loans or Substituted Loans, in each case executed pursuant to these Master Sale Terms that as of the date of the Initial Sale Agreement, as of the Statistical Cutoff Date, or as of the related Additional Sale Agreement, as applicable, or as of the date otherwise noted:
(i) The Interim Eligible Lender Trustee for the benefit of the Seller has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to those Loans;
(ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Interim Eligible Lender Trustee and the Seller;
(iii) The Purchased Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act;
(iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Sale Agreement and the related Loan Transmittal Summary Form is true and correct;
(v) The Interim Eligible Lender Trustee and the Seller does are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchase or substitution by the Seller and or the Interim Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which the Seller and the Interim Eligible Lender Trustee operate, 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 the Interim Eligible Lender Trustee or the Seller is a party or by which the Interim Eligible Lender Trustee or the Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;
(vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);
(vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee;
(viii) Each Purchased Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; such guarantee is in full force and effect and is freely transferable to the Eligible Lender Trustee for the benefit of the Purchaser as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the related Xxxx of Sale;
(ix) Any payments on the Purchased Loans received by the Interim Eligible Lender Trustee for the benefit of the Seller that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the Purchased Loans as of the related Cutoff Date as stated on the related Loan Transmittal Summary Form is true and correct;
(x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting on the Purchased Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) No Loan is more than two hundred ten (210) days past due as of the Statistical Cutoff Date, with respect to the Initial Loans, and the Subsequent Cutoff Date, as to the Additional Loans or Substituted Loans, no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;
(xiv) It is the intention of the Seller, the Interim Eligible Lender Trustee, the Eligible Lender Trustee, and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from the Seller and the Interim Eligible Lender Trustee to the Eligible Lender Trustee for the benefit of the Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to the Seller;
(xv) With respect to the first sale of Loans from the Interim Eligible Lender Trustee, on behalf of the Seller, to the Eligible Lender Trustee for the benefit of the Purchaser, the Interim Eligible Lender Trustee and the Seller have caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder;
(xvi) Except for Purchased Loans executed electronically, there is only one original executed copy of the Note evidencing each Purchased Loan. For Purchased Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The Interim Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Purchased Loans. The Notes that constitute or evidence the Purchased Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the right Interim Eligible Lender Trustee. All financing statements filed or to cause be filed against the ServicerInterim Eligible Lender Trustee and the Seller in favor of the Eligible Lender Trustee in connection herewith describing the Loans contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Eligible Lender Trustee;”
(xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, SLM ECFCthe Seller and the Interim Eligible Lender Trustee have not pledged, Bluemont Fundingassigned, Town Center Fundingsold, Town Hall Funding granted a security interest in, or VL Fundingotherwise conveyed any of the Purchased Loans. The Seller and the Interim Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against the Seller or the Interim Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Eligible Lender Trustee hereunder or any other security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and
(xviii) No Borrower of a Purchased Loan as of the related Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding; and
(xix) With respect to all Additional Loans (other than with respect to the Substituted Loans), the Supplemental Purchase Period is in full force and effect.
(C) The Eligible Lender Trustee and the Purchaser represent and warrant that as applicableof the date of each Sale Agreement and each Xxxx of Sale:
(i) The Eligible Lender Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms, each Sale Agreement and each Xxxx of Sale;
(ii) The Eligible Lender Trustee has taken all corporate action necessary to modifyauthorize the execution and delivery by it of these Master Sale Terms and each Sale Agreement, discontinue and these Master Sale Terms and each Sale Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver these Master Sale Terms and each Sale Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transactions contemplated hereby or terminate thereby nor compliance by it with any borrower benefit incentive program at of the terms or provisions hereof or thereof will contravene any time Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound; and
(iv) The Eligible Lender Trustee is an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act, for purposes of holding legal title to the Trust Student Loans as contemplated by these Master Sale Terms, each Sale Agreement and for any reasonthe other Basic Documents, it has a lender identification number with respect to the Trust Student Loans from the Department and has in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.
Appears in 1 contract
Samples: Sale Agreement (SLM Funding LLC)
Representations and Warranties of Seller and Eligible Lender Trustee. (A) General The Seller represents and warrants to the Purchaser that with respect to the Initial Loans, a portfolio of Loans as of the Closing Date, date of each Sale Agreement and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as Xxxx of the related Purchase Date:Sale;
(i) The Interim Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;
(ii) The Interim Eligible Lender Trustee and the Seller are duly organized and existing under the laws of their respective governing jurisdictionsthe applicable jurisdiction;
(iii) The Interim Eligible Lender Trustee and the Seller have all requisite power and authority to enter into and to perform the terms of these Master Sale Terms, the Initial Sale Agreement Terms and any Additional each Sale Agreement, the Initial Xxxx of Sale and any Additional Xxxx of Sale;; and
(iv) The Interim Eligible Lender Trustee and the Seller will not, with respect to any Loan purchased under any Sale Agreement Agreements executed pursuant to these Master Sale Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of Purchaser.
(B) Particular Seller represents and warrants to Purchaser as to the Loans purchased by Purchaser under each Sale Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms:
(i) The Interim Eligible Lender Trustee for the benefit of the Seller has good title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans;
(ii) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct;
(iii) The Interim Eligible Lender Trustee and the Seller are authorized to sell, assign, transfer and repurchased the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased by the Seller and or the Interim Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which the Seller and the Interim Eligible Lender Trustee operate, 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 the Interim Eligible Lender Trustee or the Seller is a party or by which the Interim Eligible Lender Trustee or Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;
(iv) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);
(v) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; such guarantee is in full force and effect and is freely transferable to the Eligible Lender Trustee for the benefit of the Purchaser as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the Xxxx of Sale;
(vi) Any payments on the Loans received by the Interim Eligible Lender Trustee for the benefit of the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct;
(vii) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting the Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made;
(viii) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(ix) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(x) No Loan is more than one hundred and twenty (120) days Delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;
(xi) It is the intention of Seller, the Interim Eligible Lender Trustee, the Eligible Lender Trustee, and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Seller and the Interim Eligible Lender Trustee to the Eligible Lender Trustee for the benefit of Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to Seller;
(xii) There is only one original executed copy of the promissory note evidencing each Loan; and
(vxiii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.
(C) The Seller does not Eligible Lender Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each Xxxx of Sale:
(i) The Eligible Lender Trustee is a national banking association duly organized and validly existing in good standing under the laws of the United States and having an office located within the state of Delaware; and it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Sale Agreement;
(ii) The Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Sale Terms and each Sale Agreement, and these Master Sale Terms and each Sale Agreement have been and will be executed and delivered by one of its officers who is duly authorized to execute and deliver the right Sale Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to cause which it is a party or by which any of its properties may be bound; and
(iv) The Eligible Lender Trustee is an "eligible lender" as such term is defined in Section 435(d) of the ServicerHigher Education Act, SLM ECFCfor purposes of holding legal title to the Trust Student Loans as contemplated by these Master Sale Terms and each Sale Agreement and the other Basic Documents, Bluemont Funding, Town Center Funding, Town Hall Funding or VL Funding, as applicable, it has a lender identification number with respect to modify, discontinue or terminate any borrower benefit incentive program at any time the Trust Student Loans from the Department and for any reasonhas in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.
Appears in 1 contract
Samples: Sale Agreement (SLM Funding Corp)
Representations and Warranties of Seller and Eligible Lender Trustee. (A) General The Seller represents and warrants to the Purchaser that with respect to the Initial Loans, a portfolio of Loans as of the Closing Date, date of each Sale Agreement and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as Bxxx of the related Purchase DateSale:
(i) The Interim Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;
(ii) The Interim Eligible Lender Trustee and the Seller are duly organized and existing under the laws of their respective governing jurisdictionsthe applicable jurisdiction;
(iii) The Interim Eligible Lender Trustee and the Seller have all requisite power and authority to enter into and to perform the terms of these Master Sale Terms, the Initial Sale Agreement Terms and any Additional each Sale Agreement, the Initial Xxxx of Sale and any Additional Xxxx of Sale;; and
(iv) The Interim Eligible Lender Trustee and the Seller will not, with respect to any Loan purchased under any Sale Agreement Agreements executed pursuant to these Master Sale Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of Purchaser.
(B) Particular Seller represents and warrants to Purchaser as to the Purchaser; andLoans purchased by Purchaser under each Sale Agreement and each Bxxx of Sale executed pursuant to these Master Sale Terms:
(i) The Interim Eligible Lender Trustee for the benefit of the Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans;
(ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Interim Eligible Lender Trustee and the Seller;
(iii) The Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act;
(iv) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct;
(v) The Interim Eligible Lender Trustee and the Seller does are authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased by the Seller and/or the Interim Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which the Seller and the Interim Eligible Lender Trustee operate, 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 the Interim Eligible Lender Trustee or the Seller is a party or by which the Interim Eligible Lender Trustee or Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;
(vi) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);
(vii) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Interim Eligible Lender Trustee;
(viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; such guarantee is in full force and effect and is freely transferable to the Eligible Lender Trustee for the benefit of the Purchaser as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the Bxxx of Sale;
(ix) Any payments on the Loans received by the Interim Eligible Lender Trustee for the benefit of the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct;
(x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting the Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) No Loan is more than two hundred and ten (210) days Delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;
(xiv) It is the intention of Seller, the Interim Eligible Lender Trustee, the Eligible Lender Trustee, and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Seller and the Interim Eligible Lender Trustee to the Eligible Lender Trustee for the benefit of Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to Seller;
(xv) The Interim Eligible Lender Trustee and the Seller have caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Eligible Lender Trustee hereunder;
(xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The Interim Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the right Eligible Lender Trustee. All financing statements filed or to cause be filed against the ServicerInterim Eligible Lender Trustee and the Seller in favor of the Eligible Lender Trustee in connection herewith describing the Loans contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Eligible Lender Trustee;”
(xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, SLM ECFCthe Seller and the Interim Eligible Lender Trustee have not pledged, Bluemont Fundingassigned, Town Center Fundingsold, Town Hall Funding granted a security interest in, or VL Fundingotherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against the Seller or the Interim Eligible Lender Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Eligible Lender Trustee hereunder or any other security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and
(xviii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.
(C) The Eligible Lender Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each Bxxx of Sale:
(i) The Eligible Lender Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms;
(ii) The Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Sale Terms and each Sale Agreement, and these Master Sale Terms and each Sale Agreement have been and will be executed and delivered by one of its officers who is duly authorized to execute and deliver the Sale Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound; and
(iv) The Eligible Lender Trustee is an “eligible lender” as applicablesuch term is defined in Section 435(d) of the Higher Education Act, for purposes of holding legal title to modifythe Trust Student Loans as contemplated by these Master Sale Terms and each Sale Agreement and the other Basic Documents, discontinue or terminate any borrower benefit incentive program at any time it has a lender identification number with respect to the Trust Student Loans from the Department and for any reasonhas in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.
Appears in 1 contract
Samples: Sale Agreement (SLM Funding LLC)
Representations and Warranties of Seller and Eligible Lender Trustee. (A) General The Seller represents and warrants to the Purchaser that with respect to the Initial Loans, a portfolio of Loans as of the Closing Date, date of each Sale Agreement and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as Xxxx of the related Purchase DateSale:
(i) The Interim Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;
(ii) The Interim Eligible Lender Trustee and the Seller are duly organized and existing under the laws of their respective governing jurisdictionsthe applicable jurisdiction;
(iii) The Interim Eligible Lender Trustee and the Seller have all requisite power and authority to enter into and to perform the terms of these Master Sale Terms, the Initial Sale Agreement Terms and any Additional each Sale Agreement, the Initial Xxxx of Sale and any Additional Xxxx of Sale;; and
(iv) The Interim Eligible Lender Trustee and the Seller will not, with respect to any Loan purchased under any Sale Agreement Agreements executed pursuant to these Master Sale Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of Purchaser.
(B) Particular Seller represents and warrants to Purchaser as to the Purchaser; andLoans purchased by Purchaser under each Sale Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms:
(i) The Interim Eligible Lender Trustee for the benefit of the Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans;
(ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Interim Eligible Lender Trustee and the Seller;
(iii) The Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act;
(iv) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct;
(v) The Interim Eligible Lender Trustee and the Seller does are authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased by the Seller and or the Interim Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which the Seller and the Interim Eligible Lender Trustee operate, 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 the Interim Eligible Lender Trustee or the Seller is a party or by which the Interim Eligible Lender Trustee or Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;
(vi) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);
(vii) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Interim Eligible Lender Trustee;
(viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; such guarantee is in full force and effect and is freely transferable to the Eligible Lender Trustee for the benefit of the Purchaser as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the Xxxx of Sale;
(ix) Any payments on the Loans received by the Interim Eligible Lender Trustee for the benefit of the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct;
(x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting the Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) No Loan is more than two hundred and ten (210) days Delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;
(xiv) It is the intention of Seller, the Interim Eligible Lender Trustee, the Eligible Lender Trustee, and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Seller and the Interim Eligible Lender Trustee to the Eligible Lender Trustee for the benefit of Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to Seller;
(xv) The Interim Eligible Lender Trustee and the Seller have caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Eligible Lender Trustee hereunder;
(xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The Interim Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the right Eligible Lender Trustee. All financing statements filed or to cause be filed against the ServicerInterim Eligible Lender Trustee and the Seller in favor of the Eligible Lender Trustee in connection herewith describing the Loans contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Eligible Lender Trustee;”
(xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, SLM ECFCthe Seller and the Interim Eligible Lender Trustee have not pledged, Bluemont Fundingassigned, Town Center Fundingsold, Town Hall Funding granted a security interest in, or VL Fundingotherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against the Seller or the Interim Eligible Lender Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Eligible Lender Trustee hereunder or any other security interest that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and
(xviii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.
(C) The Eligible Lender Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each Xxxx of Sale:
(i) The Eligible Lender Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms;
(ii) The Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Sale Terms and each Sale Agreement, and these Master Sale Terms and each Sale Agreement have been and will be executed and delivered by one of its officers who is duly authorized to execute and deliver the Sale Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound; and
(iv) The Eligible Lender Trustee is an “eligible lender” as applicablesuch term is defined in Section 435(d) of the Higher Education Act, for purposes of holding legal title to modifythe Trust Student Loans as contemplated by these Master Sale Terms and each Sale Agreement and the other Basic Documents, discontinue or terminate any borrower benefit incentive program at any time it has a lender identification number with respect to the Trust Student Loans from the Department and for any reasonhas in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.
Appears in 1 contract
Samples: Sale Agreement (SLM Funding LLC)
Representations and Warranties of Seller and Eligible Lender Trustee. (A) General The Seller represents and warrants to the Purchaser that with respect to the Initial Loans, as of the Closing Date, and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as of the related Purchase Date:
(i) The Interim Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;
(ii) The Interim Eligible Lender Trustee and the Seller are duly organized and existing under the laws of their respective governing jurisdictions;
(iii) The Interim Eligible Lender Trustee and the Seller have all requisite power and authority to enter into and to perform the terms of these Master Sale Terms, the Initial Sale Agreement and any Additional Sale Agreement, the Initial Xxxx of Sale and any Additional Xxxx of Sale;
(iv) The Interim Eligible Lender Trustee and the Seller will not, with respect to any Loan purchased under any Sale Agreement executed pursuant to these Master Sale Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of the Purchaser; and
(v) The Seller does not have has the right to cause the Servicer, SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding ECFC or VL VG Funding, as applicable, to modify, discontinue or terminate any borrower benefit incentive program at any time and for any reason.
Appears in 1 contract
Samples: Sale Agreement (SLM Funding LLC)
Representations and Warranties of Seller and Eligible Lender Trustee. (A) General The Seller represents and warrants to the Purchaser that with respect to the Initial Loans, a portfolio of Loans as of the Closing Date, date of each Sale Agreement and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as Xxxx of the related Purchase Date:Sale;
(i) The Interim Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;
(ii) The Interim Eligible Lender Trustee and the Seller are duly organized and existing under the laws of their respective governing jurisdictionsthe applicable jurisdiction;
(iii) The Interim Eligible Lender Trustee and the Seller have all requisite power and authority to enter into and to perform the terms of these Master Sale Terms, the Initial Sale Agreement Terms and any Additional each Sale Agreement, the Initial Xxxx of Sale and any Additional Xxxx of Sale;; and
(iv) The Interim Eligible Lender Trustee and the Seller will not, with respect to any Loan purchased under any Sale Agreement Agreements executed pursuant to these Master Sale Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of Purchaser.
(B) Particular Seller represents and warrants to Purchaser as to the Purchaser; andLoans purchased by Purchaser under each Sale Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms:
(i) The Interim Eligible Lender Trustee for the benefit of the Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans;
(ii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Interim Eligible Lender Trustee and the Seller;
(iii) The Loans constitute "instruments" within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act;
(iv) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct;
(v) The Interim Eligible Lender Trustee and the Seller does are authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased by the Seller and or the Interim Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which the Seller and the Interim Eligible Lender Trustee operate, 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 the Interim Eligible Lender Trustee or the Seller is a party or by which the Interim Eligible Lender Trustee or Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;
(vi) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);
(vii) No consents and approvals are required by the terms of the Loans to the sale of the Loans hereunder to the Interim Eligible Lender Trustee;
(viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; such guarantee is in full force and effect and is freely transferable to the Eligible Lender Trustee for the benefit of the Purchaser as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the Xxxx of Sale;
(ix) Any payments on the Loans received by the Interim Eligible Lender Trustee for the benefit of the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct;
(x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting the Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) No Loan is more than one hundred and twenty (120) days Delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;
(xiv) It is the intention of Seller, the Interim Eligible Lender Trustee, the Eligible Lender Trustee, and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Seller and the Interim Eligible Lender Trustee to the Eligible Lender Trustee for the benefit of Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller's estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to Seller;
(xv) The Interim Eligible Lender Trustee and the Seller have caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Eligible Lender Trustee hereunder;
(xvi) There is only one original executed copy of the promissory note evidencing each Loan. The Interim Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the right Eligible Lender Trustee. All financing statements filed or to cause be filed against the ServicerInterim Eligible Lender Trustee and the Seller in favor of the Eligible Lender Trustee in connection herewith describing the Loans contain a statement to the following effect: "A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Eligible Lender Trustee;"
(xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, SLM ECFCthe Seller and the Interim Eligible Lender Trustee have not pledged, Bluemont Fundingassigned, Town Center Fundingsold, Town Hall Funding granted a security interest in, or VL Fundingotherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against the Seller or the Interim Eligible Lender Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Eligible Lender Trustee hereunder or that has been terminated. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and
(xviii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.
(C) The Eligible Lender Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each Xxxx of Sale:
(i) The Eligible Lender Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Sale Agreement;
(ii) The Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Sale Terms and each Sale Agreement, and these Master Sale Terms and each Sale Agreement have been and will be executed and delivered by one of its officers who is duly authorized to execute and deliver the Sale Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound; and
(iv) The Eligible Lender Trustee is an "eligible lender" as applicablesuch term is defined in Section 435(d) of the Higher Education Act, for purposes of holding legal title to modifythe Trust Student Loans as contemplated by these Master Sale Terms and each Sale Agreement and the other Basic Documents, discontinue or terminate any borrower benefit incentive program at any time it has a lender identification number with respect to the Trust Student Loans from the Department and for any reasonhas in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.
Appears in 1 contract
Samples: Sale Agreement (SLM Funding Corp)
Representations and Warranties of Seller and Eligible Lender Trustee. (A) General The Seller represents and warrants to the Purchaser that with respect to the Initial Loans, a portfolio of Loans as of the Closing Date, date of each Sale Agreement and with respect to any Additional Loans sold by it or Substituted Loans substituted by it, as Xxxx of the related Purchase DateSale:
(i) The Interim Eligible Lender Trustee is an eligible lender or other qualified holder of loans originated pursuant to the Federal Family Education Loan Program established under the Higher Education Act;
(ii) The Interim Eligible Lender Trustee and the Seller are duly organized and existing under the laws of their respective governing jurisdictionsthe applicable jurisdiction;
(iii) The Interim Eligible Lender Trustee and the Seller have all requisite power and authority to enter into and to perform the terms of these Master Sale Terms, the Initial Sale Agreement Terms and any Additional each Sale Agreement, the Initial Xxxx of Sale and any Additional Xxxx of Sale;; and
(iv) The Interim Eligible Lender Trustee and the Seller will not, with respect to any Loan purchased under any Sale Agreement Agreements executed pursuant to these Master Sale Terms, agree to release any Guarantor from any of its contractual obligations as an insurer of such Loan or agree otherwise to alter, amend or renegotiate any material term or condition under which such Loan is insured, except as required by law or rules and regulations issued pursuant to law, without the express prior written consent of Purchaser.
(B) Particular Seller represents and warrants to Purchaser as to the Purchaser; andLoans purchased by Purchaser under each Sale Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms:
(i) The Interim Eligible Lender Trustee for the benefit of the Seller has good and marketable title to, and is the sole owner of, the Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses, or counterclaims have been asserted or threatened with respect to the Loans;
(ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Loans in favor of the Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from the Interim Eligible Lender Trustee and the Seller;
(iii) The Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act;
(iv) The Loans are Eligible Loans and the description of the Loans set forth in the Sale Agreement and the Loan Transmittal Summary Form is true and correct;
(v) The Interim Eligible Lender Trustee and the Seller does are authorized to sell, assign, transfer and repurchase the Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased by the Seller and or the Interim Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which the Seller and the Interim Eligible Lender Trustee operate, 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 the Interim Eligible Lender Trustee or the Seller is a party or by which the Interim Eligible Lender Trustee or Seller or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder;
(vi) The Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);
(vii) No consents and approvals are required by the terms of the Loans for the consummation of the sale of the Loans hereunder to the Interim Eligible Lender Trustee;
(viii) Each Loan has been duly made and serviced in accordance with the provisions of the Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; such guarantee is in full force and effect and is freely transferable to the Eligible Lender Trustee for the benefit of the Purchaser as an incident to the purchase of each Loan; and all premiums due and payable to such Guarantor shall have been paid in full as of the date of the Xxxx of Sale;
(ix) Any payments on the Loans received by the Interim Eligible Lender Trustee for the benefit of the Seller which have been allocated to reduction of principal and interest on such Loans have been allocated on a simple interest basis; the information with respect to the Loans as of the Cutoff Date as stated on the Loan Transmittal Summary Form is true and correct;
(x) Due diligence and reasonable care have been exercised in the making, administering, servicing and collecting the Loans and, with respect to any Loan for which repayment terms have been established, all disclosures of information required to be made pursuant to the Higher Education Act have been made;
(xi) All origination fees authorized to be collected pursuant to Section 438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws;
(xiii) No Loan is more than two hundred and ten (210) days Delinquent as of the Cutoff Date and no default, breach, violation or event permitting acceleration under the terms of any Loan has arisen; and neither the Seller nor any predecessor holder of any Loan has waived any of the foregoing other than as permitted by the Basic Documents;
(xiv) It is the intention of Seller, the Interim Eligible Lender Trustee, the Eligible Lender Trustee, and the Purchaser, and the Seller hereby warrants, that the transfer and assignment herein contemplated constitute a valid sale of the Loans from Seller and the Interim Eligible Lender Trustee to the Eligible Lender Trustee for the benefit of Purchaser and that the beneficial interest in and title to such Loans not be part of the Seller’s estate in the event of the bankruptcy of the Seller or the appointment of a receiver with respect to Seller;
(xv) The Interim Eligible Lender Trustee and the Seller have caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Eligible Lender Trustee hereunder;
(xvi) Except for Loans executed electronically, there is only one original executed copy of the Note evidencing each Loan. For Loans that were executed electronically, the Servicer has possession of the electronic records evidencing the Note. The Interim Eligible Lender Trustee has in its possession a copy of the endorsement and Loan Transmittal Summary Form identifying the Notes that constitute or evidence the Loans. The Notes that constitute or evidence the Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the right Eligible Lender Trustee. All financing statements filed or to cause be filed against the ServicerInterim Eligible Lender Trustee and the Seller in favor of the Eligible Lender Trustee in connection herewith describing the Loans contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Eligible Lender Trustee;”
(xvii) Other than the security interest granted to the Eligible Lender Trustee pursuant to this Agreement, SLM ECFCthe Seller and the Interim Eligible Lender Trustee have not pledged, Bluemont Fundingassigned, Town Center Fundingsold, Town Hall Funding granted a security interest in, or VL Fundingotherwise conveyed any of the Loans. The Seller and the Interim Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against the Seller or the Interim Eligible Lender Trustee that include a description of collateral covering the Loans other than any financing statement relating to the security interest granted to the Eligible Lender Trustee hereunder. The Seller and the Interim Eligible Lender Trustee are not aware of any judgment or tax lien filings against the Seller or the Interim Eligible Lender Trustee; and
(xviii) No Borrower of any Loan as of the Cutoff Date is noted in the related Loan File as being currently involved in a bankruptcy proceeding.
(C) The Eligible Lender Trustee and the Purchaser represent and warrant that as of the date of each Sale Agreement and each Xxxx of Sale:
(i) The Eligible Lender Trustee is duly organized and validly existing in good standing under the laws of its governing jurisdiction and has an office located within the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under these Master Sale Terms;
(ii) The Eligible Lender Trustee has taken all corporate action necessary to authorize the execution and delivery by it of these Master Sale Terms and each Sale Agreement, and these Master Sale Terms and each Sale Agreement have been and will be executed and delivered by one of its officers who is duly authorized to execute and deliver the Sale Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these Master Sale Terms and each Sale Agreement, nor the consummation by it of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any Federal or Delaware state law, governmental rule or regulation governing the banking or trust powers of the Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound; and
(iv) The Eligible Lender Trustee is an “eligible lender” as applicablesuch term is defined in Section 435(d) of the Higher Education Act, for purposes of holding legal title to modifythe Trust Student Loans as contemplated by these Master Sale Terms and each Sale Agreement and the other Basic Documents, discontinue or terminate any borrower benefit incentive program at any time it has a lender identification number with respect to the Trust Student Loans from the Department and for any reasonhas in effect a Guarantee Agreement with each of the Guarantors with respect to the Trust Student Loans.
Appears in 1 contract
Samples: Sale Agreement (SLM Funding LLC)
