Loan Level Representations Sample Clauses
The Loan Level Representations clause sets out specific assurances or guarantees regarding the characteristics and quality of individual loans within a larger loan pool. Typically, this clause details attributes such as the loan's compliance with underwriting standards, the accuracy of borrower information, and the absence of defaults or delinquencies at the time of sale or securitization. Its core function is to allocate risk and ensure transparency by holding the seller or originator accountable for the stated qualities of each loan, thereby protecting investors or purchasers from undisclosed defects or misrepresentations.
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 un...
Loan Level Representations. Each of the Conduit and the Conduit Administrator, solely in its capacity as Eligible Lender Trustee for the Conduit, represents and warrants to the Department, as of the date of each ▇▇▇▇ of Sale and as of each Put Date that:
(i) 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 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 ▇▇▇▇ of Sale executed pursuant to this Agreement, agreed to release any Guarantor from any of its contractual obligations as a 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) It provided all notices and took 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 Applicable UCC in order to transfer all right, title and interest in and to such Loan to the Department, free and clear of any right, title or interest of the applicable Funding Note Issuer; and
(vi) Each Loan is a Putable Loan and all conditions to the exercise of the Put Option under Section 5C have been satisfied.