Representations and Warranties Regarding the Trust Depositor 17 Section 3.02. Representations and Warranties Regarding the Servicer 18 ARTICLE FOUR PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS 20 Section 4.01. Custody of Contracts 20 Section 4.02. Filing 21 Section 4.03. Name Change or Relocation 21 Section 4.04. Costs and Expenses 21 ARTICLE FIVE SERVICING OF CONTRACTS 22 Section 5.01. Responsibility for Contract Administration 22 Section 5.02. Standard of Care 22 Section 5.03. Records 22 Section 5.04. Inspection 22 Section 5.05. Trust Accounts 22 Section 5.06. Enforcement 24 Section 5.07. Trustees to Cooperate 25 Section 5.08. Costs and Expenses 25 Section 5.09. Maintenance of Security Interests in Motorcycles 26 Section 5.10. Successor Servicer/Lockbox Agreements 26 Section 5.11. Separate Entity Existence 26 ARTICLE SIX THE TRUST DEPOSITOR 26 Section 6.01. Covenants of the Trust Depositor 26
Representations and Warranties Regarding. THE CONTRACTS IN THE AGGREGATE 7 SECTION 3.04. REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRACT FILES 8
Representations and Warranties Regarding the Loans and Information 11 Section 3.3 Representations and Warranties of the Purchaser 12 ARTICLE IV PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS 13 Section 4.1 Custody of Loan 13 Section 4.2 Filing 13 Section 4.3 Changes in Name, Corporate Structure or Location 13 Section 4.4 Costs and Expenses 13 Section 4.5 Sale or Capital Contribution Treatment 14 ARTICLE V COVENANTS 14 Section 5.1 Covenants of the Seller 14 ARTICLE VI INDEMNIFICATION BY THE SELLER 17 Section 6.1 Indemnification 17 Section 6.2 Liabilities to Obligors 20 Section 6.3 Limitation on Liability 20 ARTICLE VII OPTIONAL AND MANDATORY REPURCHASES 20 Section 7.1 Mandatory Repurchases 20 Section 7.2 Reassignment of Repurchased Loans 21 Section 7.3 Discretionary Sales 21 TABLE OF CONTENTS (continued) Page ARTICLE VIII MISCELLANEOUS 21 Section 8.1 Amendment 21 Section 8.2 Governing Law 21 Section 8.3 Notices 22 Section 8.4 Severability of Provisions 22 Section 8.5 Third Party Beneficiaries 22 Section 8.6 Counterparts 23 Section 8.7 Headings 23 Section 8.8 No Bankruptcy Petition; Disclaimer 23 Section 8.9 Jurisdiction; Waivers 23 Section 8.10 No Partnership 24 Section 8.11 Successors and Assigns; Assignment to Administrative Agent 24 Section 8.12 Duration of Agreement 24 Section 8.13 Limited Recourse 24 SCHEDULES AND EXHIBITS Schedule 1 - Loans Schedule 2 - Notice Information Exhibit A - Form of Loan Assignment THIS LOAN SALE AGREEMENT, dated as December 23, 2020 (as amended, modified, restated, or supplemented from time to time, this “Agreement”), is made by and between NMF SLF I, INC., a Maryland corporation (together with its successors and assigns in such capacity, the “Seller”), and NMF SLF I SPV, L.L.C., a Delaware limited liability company (together with its successors and assigns in such capacity, the “Purchaser”).
Representations and Warranties Regarding the Contracts in the Aggregate 6 Section 3.04. Representations and Warranties Regarding the Contract Files 7
Representations and Warranties Regarding. Each Contract 5
Representations and Warranties Regarding the Trust Depositor 17
Representations and Warranties Regarding. BROADCASTING 4.01.
Representations and Warranties Regarding the Contract Files, the Land-and-Home Contract Files and the Mortgage Loan Files. Vanderbilt represents and warrants that:
Representations and Warranties Regarding the Servicer 22 ARTICLE FOUR PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS 24 Section 4.01. Custody of Contracts 24 Section 4.02. Filing 25 Section 4.03. Name Change or Relocation 25 Section 4.04. Costs and Expenses 25 ARTICLE FIVE SERVICING OF CONTRACTS 26 Section 5.01. Responsibility for Contract Administration 26 Section 5.02. Standard of Care 26 Section 5.03. Records 26 Section 5.04. Inspection 26 Section 5.05. Trust Accounts 26 Section 5.06. Enforcement 28 Section 5.07. Trustees to Cooperate 29 Section 5.08. Costs and Expenses 29 Section 5.09. Maintenance of Security Interests in Motorcycles 29 Section 5.10. Successor Servicer/Lockbox Agreements 30 Section 5.11. Separate Entity Existence 30 ARTICLE SIX THE TRUST DEPOSITOR 30
Representations and Warranties Regarding the Loans in the --------------------------------------------------------- Aggregate. The Originator has represented and warranted to the Seller in the --------- Transfer Agreement, which representations and warranties the Seller has assigned to the Trustee for the benefit of the Certificateholders and the Class C Certificateholder, as of the Closing Date with respect to the Initial Loans and Additional Loans, and as of each Subsequent Transfer Date with respect to the related Subsequent Loans, that:
