PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000 between SLM EDUCATION CREDIT FINANCE CORPORATION, as Seller and SLM FUNDING LLC, as Purchaser and CHASE BANK USA, NATIONAL ASSOCIATION as Interim Trustee Dated as of September 28, 2006
Exhibit 99.1
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
between
SLM EDUCATION CREDIT FINANCE CORPORATION,
as Seller
as Seller
and
SLM FUNDING LLC,
as Purchaser
as Purchaser
and
CHASE BANK USA, NATIONAL ASSOCIATION
as Interim Trustee
as Interim Trustee
Dated as of September 28, 2006
TABLE OF CONTENTS
Page | ||||
ARTICLE I. | ||||
TERMS | ||||
SECTION 1.01. Terms |
1 | |||
ARTICLE II. | ||||
DEFINITIONS | ||||
SECTION 2.01. Definitions |
2 | |||
ARTICLE III. | ||||
SALE AND PURCHASE | ||||
SECTION 3.01. Consummation of Sale and Purchase |
5 | |||
SECTION 3.02. Settlement of the Initial Payment |
5 | |||
SECTION 3.03. Special Programs |
5 | |||
SECTION 3.04. Intent of the Parties |
5 | |||
ARTICLE IV. | ||||
CONDITIONS PRECEDENT TO SALE/PURCHASE OR SUBSTITUTION |
||||
SECTION 4.01. Activities Prior to the Sale |
6 | |||
SECTION 4.02. Continued Servicing |
6 | |||
SECTION 4.03. Xxxx of Sale/Loan Transmittal Summary Form |
6 | |||
SECTION 4.04. Endorsement |
6 | |||
SECTION 4.05. Officer’s Certificate |
6 | |||
SECTION 4.06. Reserved |
6 | |||
SECTION 4.07. Power of Attorney |
6 | |||
ARTICLE V. | ||||
REPRESENTATIONS AND WARRANTIES OF SELLER | ||||
SECTION 5.01. General |
7 | |||
SECTION 5.02. Particular |
7 |
i
Page | ||||
ARTICLE VI. | ||||
PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT | ||||
SECTION 6.01. Purchase of Trust Student Loans; Reimbursement |
9 | |||
SECTION 6.02. Substitution |
10 | |||
ARTICLE VII. | ||||
OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS | ||||
SECTION 7.01. Obligation to Remit Subsequent Payments |
11 | |||
SECTION 7.02. Forward Communications |
11 | |||
ARTICLE VIII. | ||||
CONTINUING OBLIGATION OF SELLER | ||||
SECTION 8.01. Continuing Obligation of Seller |
11 | |||
ARTICLE IX. | ||||
LIABILITY OF SELLER; INDEMNITIES | ||||
SECTION 9.01. Liability of Seller; Indemnities |
11 | |||
ARTICLE X. | ||||
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF SELLER | ||||
SECTION 10.01. Merger or Consolidation of, or Assumption of the Obligations of Seller |
12 | |||
ARTICLE XI. | ||||
LIMITATION ON LIABILITY OF SELLER AND OTHERS | ||||
SECTION 11.01. Limitation on Liability of Seller and Others |
13 | |||
ARTICLE XII. | ||||
EXPENSES | ||||
SECTION 12.01. Expenses |
13 | |||
ARTICLE XIII. | ||||
SURVIVAL OF COVENANTS/SUPERSESSION | ||||
SECTION 13.01. Survival of Covenants/Suppression |
14 |
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Page | ||||
ARTICLE XIV. | ||||
COMMUNICATION AND NOTICE REQUIREMENTS | ||||
SECTION 14.01. Communication and Notice Requirements |
14 | |||
ARTICLE XV. | ||||
FORM OF INSTRUMENTS | ||||
SECTION 15.01. Form of Instruments |
14 | |||
ARTICLE XVI. | ||||
AMENDMENT | ||||
SECTION 16.01. Amendment |
15 | |||
ARTICLE XVII. | ||||
NONPETITION COVENANTS | ||||
SECTION 17.01. Nonpetition Covenants |
16 | |||
ARTICLE XVIII. | ||||
ASSIGNMENT | ||||
SECTION 18.01. Assignment |
16 | |||
ARTICLE XIX. | ||||
GOVERNING LAW | ||||
SECTION 19.01. Governing Law |
16 | |||
ARTICLE XX | ||||
LIMITATION OF LIABILITY OF INTERIM TRUSTEE | ||||
SECTION 20.01 Limitation of Liability of Interim Trustee |
16 |
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PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Sale Terms”), dated
as of September 28, 2006, between SLM Education Credit Finance Corporation, in its capacity as
seller (in such capacity, the “Seller”), SLM Funding LLC, as purchaser (the “Purchaser”), and Chase
Bank USA, National Association, not in its individual capacity but solely as trustee on behalf of
the Purchaser (the “Interim Trustee”) for the benefit of Purchaser under the Interim Trust
Agreement dated as of September 28, 2006 between Purchaser and Interim Trustee, shall be effective
upon execution by the parties hereto. References to Purchaser means the Interim Trustee for all
purposes involving the holding or transferring of legal title to the Student Loans.
WHEREAS, the Seller is the owner of certain Student Loans;
WHEREAS, the Seller may desire to sell its interest in such loans from time to time and the
Purchaser may desire to purchase such Loans from the Seller;
WHEREAS, from time to time, the Seller may substitute Loans in accordance with these Master
Sale Terms; and
WHEREAS, the Interim Trustee is willing to hold legal title to, and serve as trustee with
respect to, such loans for the benefit of the Purchaser.
NOW, THEREFORE, in connection with the mutual promises contained herein, the parties hereto
agree as follows:
ARTICLE I.
TERMS
SECTION 1.01. Terms. These Master Sale Terms establish the terms under which the
Seller may sell and the Purchaser (and with respect to legal title, the Interim Trustee on behalf
of Purchaser) may purchase the Loans (and all obligations of the Borrowers thereunder) specified on
each Purchase Agreement (each, a “Purchase Agreement”) as the parties may execute from time to time
pursuant to these Master Sale Terms. Each such Purchase Agreement shall be substantially in the
form of Attachment A hereto, incorporating by reference the terms of these Master Sale Terms, and
shall be a separate agreement among the Seller, the Purchaser (and with respect to legal title, the
Interim Trustee on behalf of the Purchaser) with respect to the Loans covered by the terms of such
Purchase Agreement for all purposes. If the terms of a Purchase Agreement conflict with the terms
of these Master Sale Terms, the terms of such Purchase Agreement shall supersede and govern.
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ARTICLE II.
DEFINITIONS
SECTION 2.01. Definitions. Capitalized terms used but not otherwise defined herein
shall have the definitions set forth in Appendix A to the Indenture, dated as of September 1, 2006,
between the Trustee on behalf of the Trust, the Trust and the Indenture Trustee, as may be amended
or supplemented from time to time.
For purposes hereof:
(a) “Xxxx of Sale” means that document executed by an authorized officer of the Seller which
shall set forth the Loans offered by the Seller and accepted for purchase by an officer of the
Interim Trustee for the benefit of the Purchaser and which shall sell, assign and convey to the
Interim Trustee on behalf of the Purchaser and its assignees all right, title and interest of the
Seller in the Loans listed on the Xxxx of Sale and will certify that the representations and
warranties made by the Seller pursuant to Section 5.02 of these Master Sale Terms are true and
correct.
(b) “Borrower” means the obligor on a Loan.
(c) [Reserved].
(d) “Cutoff Date” means the Closing Date , and with respect to substitutions hereunder, a date
agreed to by the Seller and the Purchaser to use in determining the Principal Balance and accrued
interest to be capitalized for purposes of completing the Loan Transmittal Summary Form.
(e) “Delinquent” means the period where any payment of principal or interest due on the Loan
is overdue (after giving effect to all grace, forbearance and deferment periods).
(f) “Eligible Loan” means a Loan offered for sale by the Seller under a Purchase Agreement
dated as of the Closing Date, or substituted by the Seller under any other Purchase Agreement
entered into after the Closing Date, which, as of the Closing Date, or in the case of a Purchase
Agreement entered into after the Closing Date, as of the related Purchase Date, is current or no
more Delinquent than permitted under such Purchase Agreement in payment of principal or interest
and which meets the following criteria as of the Closing Date or as of the applicable Purchase
Date, in the case of any Loan substituted pursuant to these Master Sale Terms after the Closing
Date:
(i) is a Student Loan;
(ii) is owned by the Seller and is fully disbursed;
(iii) bears interest at a stated rate of not more than the maximum rate permitted under
applicable law;
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(iv) the last disbursement was before the Cutoff Date, or, in the case of any Loan
substituted after the Closing Date pursuant to these Master Sale Terms, before the related
Purchase Date;
(v) is supported by the following documentation:
(A) | for each Loan: |
(1) | loan application, and any supplement thereto, | ||
(2) | original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single note and all loans so represented are not being sold) or the electronic records therefor, | ||
(3) | any other document and/or record which the Purchaser may be required to retain pursuant to the Program under which the Loan was originated and |
(B) | for each Loan, if applicable: |
(1) | payment history (or similar documentation) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the Cutoff Date, or in the case of any Loan substituted pursuant to these Master Sale Terms after the Closing Date, as of the related Purchase Date and (ii) an accounting of the allocation of all payments by Borrower or on Borrower’s behalf to principal and interest on the Loan, | ||
(2) | documentation which supports periods of current or past deferment or past forbearance, | ||
(3) | a collection history, if the Loan was ever in a delinquent status, including detailed summaries of contacts and including the addresses or telephone numbers used in contacting or attempting to contact Borrower and any endorser, | ||
(4) | evidence of all requests for skip-tracing assistance and current address of Borrower, if located, | ||
(5) | evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) has/have been notified, and | ||
(6) | a record of any event resulting in a change to or confirmation of any data in the Loan file. |
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(g) “Excess Distribution Certificate” means the certificate, substantially in the form of
Exhibit A to the Trust Agreement evidencing the right to receive payments thereon as set forth in
Sections 2.07(c) and 2.08(c) of the Administration Agreement.
(h) “Initial Payment” means the dollar amount specified as the “Initial Payment” in the
applicable Purchase Agreement.
(i) “Loan” means the Eligible Loans evidenced by the Notes sold on the Closing Date, or the
Eligible Loans evidenced by the Note substituted on the related Purchase Date in the case of any
Loans substituted after the Closing Date, pursuant to these Master Sale Terms, the related Purchase
Agreement and related documentation together with any guaranties and other rights relating thereto.
(j) “Loan Transmittal Summary Forms” means the forms related to each Xxxx of Sale provided to
the Seller by the Purchaser and completed by the Seller which list, by Borrower, the Loans subject
to the related Xxxx of Sale and the outstanding Principal Balance and accrued interest thereof as
of the Cutoff Date, or as of the related Purchase Date, in the case of any Loan substituted
pursuant to these Master Sale Terms after the Closing Date.
(k) “Note” means the promissory note of the Borrower and any amendment thereto evidencing the
Borrower’s obligation.
(l) “Payment Cutoff Date” means in the case of Loans substituted pursuant to these Master Sale
Terms after the Closing Date, the related Purchase Date as specified in the related Purchase
Agreement.
(m) “Principal Balance” means the outstanding principal amount of the Loan, plus accrued
interest to be capitalized (if any).
(n) “Purchase Date” means with respect to any purchase or substitution, the date of the
related Xxxx of Sale.
(o) “Purchase Price” means the Initial Payment and the Excess Distribution Certificate.
(p) “Purchase Agreement” means a Purchase Agreement (including any attachments thereto),
substantially in the form of Attachment A hereto, of which these Master Sale Terms form a part by
reference.
(q) “Statistical Cutoff Date” means September 4, 2006.
(r) “Trust Student Loan” means any student loan that is listed on the Schedule of Trust
Student Loans on the Closing Date plus any student loan that is permissibly substituted for a Trust
Student Loan by the Depositor pursuant to Section 6 of the Purchase Agreement or by the Servicer
pursuant to Section 3.05 of the Servicing Agreement, but shall not include any purchased student
loan following receipt by or on behalf of the Trust of the purchase amount with respect thereto or
any liquidated student loan following receipt by or on behalf of the Trust
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of liquidation proceeds with respect thereto or following such liquidated student loan having
otherwise been written off by the Servicer.
ARTICLE III.
SALE AND PURCHASE
SECTION 3.01. Consummation of Sale and Purchase. The sale and purchase of Eligible
Loans pursuant to a Purchase Agreement shall be consummated upon the Purchaser’s receipt from the
Seller of the Xxxx of Sale and the payment by the Purchaser to the Seller of the Initial Payment,
and when consummated such sale and purchase shall be effective as of the date of the Xxxx of Sale.
The Seller and the Purchaser shall use their best efforts to perform promptly their respective
obligations pursuant to such Purchase Agreement. The Interim Trustee on behalf of the Purchaser
shall be entitled to all moneys accrued and paid on such Eligible Loans on and after the
applicable Cutoff Date.
SECTION 3.02. Settlement of the Initial Payment. The Purchaser on the date of the
Xxxx of Sale shall pay the Seller the Initial Payment by wire transfer in immediately available
funds to the account specified by the Seller.
SECTION 3.03. Special Programs. In consideration of the sale or substitution of the
Eligible Loans under these Master Sale Terms and each Purchase Agreement, the Purchaser agrees to
cause the Servicer to offer each Borrower of a Trust Student Loan sold or substituted hereunder all
special programs, whether or not in existence as of the date of any Purchase Agreement generally
offered to the obligors of comparable loans owned by SLM Corporation or any of its Affiliates, at
all times subject to the terms and conditions of Sections 3.12, 3.12A and 3.12B of the Servicing
Agreement. The Seller is selling the Trust Student Loans to the Purchaser without regard to the
effect of the special programs. If required, the Seller shall remit to the Purchaser any amounts
necessary to offset any effective yield reductions on related Trust Student Loans set forth in
Sections 3.12, 3.12A, 3.12B of the Servicing Agreement.
SECTION 3.04. Intent of the Parties. With respect to each sale or substitution of
Eligible Loans pursuant to these Master Sale Terms and the related Purchase Agreements, it is the
intention of the Seller, the Interim Trustee and the Purchaser, and the Seller hereby warrants
that, except for U.S. federal, state and local income and franchise tax purposes, the transfer and
assignment constitute a valid sale of such Loans from the Seller to Interim Trustee or a valid
substitution of such Loans 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.
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ARTICLE IV.
CONDITIONS PRECEDENT TO SALE/PURCHASE OR SUBSTITUTION
SECTION 4.01. Activities Prior to the Sale. Following the execution of a Purchase
Agreement, the Seller shall provide any assistance requested by the Purchaser in determining that
all required documentation on the Loans is present and correct.
SECTION 4.02. Continued Servicing. The Seller shall service, or cause to be serviced,
all Loans until the date of the Xxxx of Sale.
SECTION 4.03. Xxxx of Sale/Loan Transmittal Summary Form. The Seller shall deliver to
the Purchaser:
(a) A Xxxx of Sale executed by an authorized officer of the Seller covering Loans offered by
the Seller and accepted by the Purchaser as set forth thereon, selling, assigning and conveying to
the Interim Trustee on behalf of the Purchaser and its assignees all right, title and interest of
the Seller, in each of the Loans (excluding any and all surety bonds relating to the Loans and
including any Back-End Fees relating to the Loans), and stating that the representations and
warranties made by the Seller in Article V of these Master Sale Terms are true and correct on and
as of the date of the Xxxx of Sale; and
(b) The Loan Transmittal Summary Form, attached to the Xxxx of Sale, identifying each of the
Eligible Loans which is the subject of the Xxxx of Sale and setting forth the unpaid Principal
Balance of each such Loan.
SECTION 4.04. Endorsement. The Seller shall provide a blanket endorsement
transferring the entire interest of the Seller in the related Eligible Loans to the Interim Trustee
for the benefit of the Purchaser with the form of endorsement provided for in the related Purchase
Agreement.
At the direction of and in such form as the Purchaser may designate, the Seller also agrees to
individually endorse any Eligible Loan as Purchaser may request from time to time.
SECTION 4.05. Officer’s Certificate. The Seller shall furnish to the Purchaser, with
each Xxxx of Sale provided in connection with each sale or substitution of Loans pursuant to these
Master Sale Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale.
SECTION 4.06. Reserved.
SECTION 4.07. Power of Attorney. The Seller hereby grants to the Interim Trustee on
behalf of the Purchaser an irrevocable power of attorney, which power of attorney is coupled with
an interest, to individually endorse or cause to be individually endorsed in the name of the Seller
any Eligible Loan to evidence the transfer of such Eligible Loan to the Interim Trustee on behalf
of the Purchaser and to transfer or to cause to be transferred physical possession of any Note from
Xxxxxx Xxx or the Servicer to the Interim Trustee or the Indenture Trustee or any other custodian
on behalf of either of them.
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ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF SELLER
SECTION 5.01. General. The Seller represents and warrants to the Purchaser that as of
the date of each Purchase Agreement and Xxxx of Sale;
(a) The Seller is duly organized and existing under the laws of the State of Delaware; and
(b) The Seller has all requisite power and authority to enter into and to perform the terms of
these Master Sale Terms and each Purchase Agreement.
(c) The Seller has the right to, or the right to cause the Servicer to, modify, discontinue or
terminate any borrower benefit incentive program at any time for any reason.
SECTION 5.02. Particular. The Seller represents and warrants to the Purchaser as to
the Loans purchased by the Purchaser or substituted by the Seller under the related Purchase
Agreement and each Xxxx of Sale executed pursuant to these Master Sale Terms, that as of the
related Purchase Date, or as of a date otherwise noted:
(a) 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;
(b) This Agreement creates a valid and continuing security interest (as defined in the
applicable UCC) in the Loans in favor of the Interim Trustee on behalf of the Purchaser, 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 Seller; and
(c) The Loans constitute “instruments” within the meaning of the applicable UCC;
(d) The Loans are Eligible Loans and the description of the Loans set forth in the Purchase
Agreement and the Loan Transmittal Summary Form is true and correct;
(e) The Seller is authorized to sell, assign, transfer, substitute and repurchase the Loans;
and the sale, assignment and transfer of such Loans is or, in the case of a Loan repurchased or
substituted by the Seller, will be made pursuant to and consistent with the laws and regulations
under which the Seller 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 the Seller is a party or by which 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;
7
(f) 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);
(g) No consents and approvals are required by the terms of the Loans to the sale of the Loans
hereunder to the Interim Trustee;
(h) Each Loan has been duly made and serviced in accordance with the guidelines of one of the
Programs under which the Loan was originated;
(i) Any payments on the Loans received by 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 or, in the case of any substituted
Loans, the Payment Cutoff Date, as stated on the related Loan Transmittal Summary Form is true and
correct;
(j) Due diligence and reasonable care have been exercised in the making, administering,
servicing and collecting of the Loans;
(k) Each Loan has been duly made and serviced in accordance with the provisions of all
applicable Federal and state laws;
(l) No Loan is more than sixty (60) days Delinquent as of the Statistical Cutoff Date with
respect to the Loans purchased on the Closing Date and no Loan is more than sixty (60) days
Delinquent as of the Cutoff Date with respect to any Loans purchased after the Closing 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;
(m) It is the intention of the Seller, the Interim 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 to the Interim Trustee for the benefit of and on behalf 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;
(n) The Seller has 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 Interim Trustee
hereunder;
(o) There is only one original executed copy of the promissory note evidencing each Loan or
the electronic records evidencing the same. The Interim 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
Interim Trustee;
8
(p) Other than the security interest granted to the Interim Trustee on behalf of the Purchaser
pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest
in, or otherwise conveyed any of the Loans. The Seller has not authorized the filing of and is not
aware of any financing statements against the Seller that include a description of collateral
covering the Loans other than any financing statement relating to the security interest granted to
the Interim Trustee on behalf of the Purchaser hereunder or that has been terminated or released.
The Seller is not aware of any judgment or tax lien filings against the Seller; and
(q) 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.
The Interim Trustee represents and warrants that as of the date of each Purchase Agreement and
each Xxxx of Sale:
(a) The Interim 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 Terms, each Purchase Agreement and each Xxxx of Sale;
(b) The Interim Trustee has taken all corporate action necessary to authorize the execution
and delivery by it of these Master Terms and each Purchase Agreement, and these Master Terms and
each Purchase Agreement will be executed and delivered by one of its officers who is duly
authorized to execute and deliver these Master Terms and each Purchase Agreement on its behalf; and
(c) Neither the execution nor the delivery by it of these Master Terms and each Purchase
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
Interim 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.
ARTICLE VI.
PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
SECTION 6.01. Purchase of Trust Student Loans; Reimbursement. Each party to this
Agreement shall give notice to the other such parties and to the Servicer, the Administrator and
Xxxxxx Xxx promptly, in writing, upon the discovery of any breach of the Seller’s representations
and warranties made pursuant to Article V hereof which has a materially adverse effect on the
interest of the Purchaser in any Trust Student Loan. In the event of such a material breach, the
Seller shall cure or repurchase any affected Trust Student Loan not later than 270 days following
the date of discovery of such material breach. The Seller shall also remit as provided in Section
9
2.06 of the Administration Agreement on the date of purchase of any Trust Student Loan
pursuant to this Article VI an amount equal to all interest amounts with respect to such Trust
Student Loan. In consideration of the purchase of any such Trust Student Loan pursuant to this
Article VI, the Seller shall remit the Purchase Amount in the manner specified in Section 2.06 of
the Administration Agreement.
SECTION 6.02. Substitution.
In lieu of repurchasing Trust Student Loans pursuant to this Article VI, the Seller may, at
its option, substitute Eligible Loans or arrange for the substitution of Eligible Loans which are
substantially similar on an aggregate basis as of the date of substitution to the Trust Student
Loans for which they are being substituted with respect to the following characteristics:
(i) | status (i.e., in-school, grace, deferment, forbearance or repayment); | ||
(ii) | Program type (i.e., MEDLOANS, Law Loans, MBA Loans, Signature Student Loans, EXCEL Loans, LawEXCEL Loans, MBA EXCEL Loans, or MD EXCEL Loans); | ||
(iii) | school type; | ||
(iv) | total return; | ||
(v) | principal balance; and | ||
(vi) | remaining term to maturity. |
In addition, each substituted Eligible Loan will comply, as of the date of substitution, with
all of the representations and warranties made hereunder. In choosing Eligible Loans to be
substituted pursuant to this Article VI, the Seller shall make a reasonable determination that the
Eligible Loans to be substituted will not have a material adverse effect on the Noteholders. In
connection with each substitution, a Purchase Agreement and related Xxxx of Sale regarding such
substituted Loans will be executed and delivered by the applicable parties.
In the event that the Seller elects to substitute Eligible Loans pursuant to this Article VI,
the Seller will remit to the Administrator the amount of any shortfall between the Purchase Amount
of the substituted Eligible Loans and the Purchase Amount of the Trust Student Loans for which they
are being substituted. The Seller shall also remit to the Administrator an amount equal to all
interest amounts with respect to the Trust Student Loans in the manner provided in Section 2.06 of
the Administration Agreement. The sole remedy of the Purchaser, the Trustee, the Noteholders and
the Excess Distribution Certificateholder with respect to a breach by the Seller pursuant to
Article V hereof shall be to require the Seller to purchase Trust Student Loans, to reimburse the
Purchaser as provided above or to substitute Student Loans pursuant to this Article VI. The
Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any
condition requiring the purchase of any Trust Student Loan or the reimbursement for any interest
penalty pursuant to this Article VI.
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ARTICLE VII.
OBLIGATION TO REMIT SUBSEQUENT PAYMENTS
AND FORWARD COMMUNICATIONS
AND FORWARD COMMUNICATIONS
SECTION 7.01. Obligation to Remit Subsequent Payments. Any payment received by the
Seller with respect to amounts accrued after the Date of the Xxxx of Sale for any Loan sold to the
Purchaser, which payment is not reflected in the Loan Transmittal Summary Form, shall be received
by the Seller in trust for the account of the Purchaser and the Seller hereby disclaims any title
to or interest in any such amounts. Within two (2) business days following the date of receipt,
the Seller shall remit to the Purchaser an amount equal to any such payments along with a listing
on a form provided by the Purchaser identifying the Loans with respect to which such payments were
made, the amount of each such payment and the date each such payment was received.
SECTION 7.02. Forward Communications. Any written communication received at any time
by the Seller with respect to any Loan subject to any Purchase Agreement shall be transmitted by
the Seller to the Servicer within two (2) business days of receipt. Such communications shall
include, but not be limited to, letters, notices of death or disability, notices of bankruptcy,
forms requesting deferment of repayment or loan cancellation, and like documents.
ARTICLE VIII.
CONTINUING OBLIGATION OF SELLER
SECTION 8.01. Continuing Obligation of Seller. The Seller shall provide all
reasonable assistance necessary for the Purchaser to resolve account problems raised by any
Borrower provided such account problems are attributable to or are alleged to be attributable to
(a) an event occurring during the period the Seller owned the Loan, or (b) a payment made or
alleged to have been made to the Seller. Further, the Seller agrees to execute any financing
statements at the request of the Purchaser in order to reflect the Purchaser’s interest in the
Loans.
ARTICLE IX.
LIABILITY OF SELLER; INDEMNITIES
SECTION 9.01. Liability of Seller; Indemnities. The Seller shall be liable in
accordance herewith only to the extent of the obligations specifically undertaken by the Seller
under this Purchase Agreement.
(a) The Seller shall indemnify, defend and hold harmless the Purchaser and the Interim Trustee
in its individual capacity and their officers, directors, employees and agents from and against any
taxes that may at any time be asserted against any such Person with respect to the transactions
contemplated herein and in the other Basic Documents (except any such income taxes arising out of
fees paid to the Interim Trustee), including any sales, gross receipts, general
11
corporation, tangible and intangible personal property, privilege or license taxes and costs
and expenses in defending against the same.
(b) The Seller shall indemnify, defend and hold harmless the Purchaser and the Interim Trustee
in its individual capacity and their officers, directors, employees and agents of the Purchaser and
the Interim Trustee from and against any and all costs, expenses, losses, claims, damages and
liabilities arising out of, or imposed upon such Person through, the Seller’s willful misfeasance,
bad faith or gross negligence in the performance of its duties under the Purchase Agreement, or by
reason of reckless disregard of its obligations and duties under the Purchase Agreement.
(c) The Seller shall be liable as primary obligor for, and shall indemnify, defend and hold
harmless the Interim Trustee in its individual capacity and its officers, directors, employees and
agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities
arising out of, incurred in connection with or relating to the Purchase Agreement, the other Basic
Documents, the acceptance or performance of the trusts and duties set forth herein and in the
Purchase Agreement or the action or the inaction of the Interim Trustee hereunder, except to the
extent that such cost, expense, loss, claim, damage, obligation or liability: (i) shall be due to
the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Interim
Trustee; (ii) shall arise from any breach by the Interim Trustee of its covenants in its individual
capacity under any of the Basic Documents; or (iii) shall arise from the breach by the Interim
Trustee of any of its representations or warranties in its individual capacity set forth in these
Master Sale Terms or any Purchase Agreement. In the event of any claim, action or proceeding for
which indemnity will be sought pursuant to this paragraph, the Interim Trustee’s choice of legal
counsel shall be subject to the approval of the Seller, which approval shall not be unreasonably
withheld.
Indemnification under this Section shall survive the resignation or removal of the Interim
Trustee and the termination of these Master Sale Terms and shall include reasonable fees and
expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity
payments pursuant to this Section and the Person to or for the benefit of whom such payments are
made thereafter shall collect any of such amounts from others, such Person shall promptly repay
such amounts to the Seller, without interest.
ARTICLE X.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION
OF THE OBLIGATIONS OF SELLER
OF THE OBLIGATIONS OF SELLER
SECTION 10.01. Merger or Consolidation of, or Assumption of the Obligations of Seller.
Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any
merger or consolidation to which the Seller shall be a party or (c) which may succeed to the
properties and assets of the Seller substantially as a whole, shall be the successor to the Seller
without the execution or filing of any document or any further act by any of the parties to these
Master Sale Terms; provided, however, that the Seller hereby covenants that it will
not consummate any of the foregoing transactions except upon satisfaction of the following: (i)
the surviving Person, if other than the Seller, executes an agreement of assumption to perform
12
every obligation of the Seller under these Master Sale Terms, (ii) immediately after giving
effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall
have been breached, (iii) the surviving Person, if other than the Seller, shall have delivered to
the Interim Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such
consolidation, merger or succession and such agreement of assumption comply with this Section and
that all conditions precedent, if any, provided for in these Master Sale Terms relating to such
transaction have been complied with, and that the Rating Agency Condition shall have been satisfied
with respect to such transaction, (iv) if the Seller is not the surviving entity, such transaction
will not result in a material adverse Federal or state tax consequence to the Purchaser or the
Noteholders or the Excess Distribution Certificateholder and (v) if the Seller is not the surviving
entity, the Seller shall have delivered to the Interim Trustee an Opinion of Counsel either (A)
stating that, in the opinion of such counsel, all financing statements and continuation statements
and amendments thereto have been executed and filed that are necessary fully to preserve and
protect the interest of the Purchaser and the Interim Trustee, respectively, in the Loans and
reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interests.
ARTICLE XI.
LIMITATION ON LIABILITY OF SELLER AND OTHERS
SECTION 11.01. Limitation on Liability of Seller and Others. The Seller and any
director or officer or employee or agent thereof may rely in good faith on the advice of counsel or
on any document of any kind, prima facie properly executed and submitted by any Person respecting
any matters arising hereunder (provided that such reliance shall not limit in any way the Seller’s
obligations under Article V herein). The Seller shall not be under any obligation to appear in,
prosecute or defend any legal action that shall not be incidental to its obligations under these
Master Sale Terms or any Purchase Agreement, and that in its opinion may involve it in any expense
or liability. Except as provided herein, the repurchase (or substitution) and reimbursement
obligations of the Seller will constitute the sole remedy available to the Purchaser for uncured
breaches; provided, however, that the information with respect to the Loans listed on the Xxxx of
Sale may be adjusted in the ordinary course of business subsequent to the date of the Xxxx of Sale
and to the extent that the aggregate Principal Balance listed on the Xxxx of Sale is less than the
aggregate Principal Balance stated on the Xxxx of Sale, the Seller shall remit such amount to the
Interim Trustee for the benefit of the Purchaser. Such reconciliation payment shall be made from
time to time but no less frequently than semi-annually.
ARTICLE XII.
EXPENSES
SECTION 12.01. Expenses. Except as otherwise provided herein, each party to these
Master Sale Terms or any Purchase Agreement shall pay its own expense incurred in connection with
the preparation, execution and delivery of these Master Sale Terms or any Purchase Agreement and
the transactions contemplated herein or therein.
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ARTICLE XIII.
SURVIVAL OF COVENANTS/SUPERSESSION
SECTION 13.01. Survival of Covenants/Suppression. All covenants, agreements,
representations and warranties made herein and in or pursuant to any Purchase Agreements executed
pursuant to these Master Sale Terms shall survive the consummation of the purchase of the Loans
provided for in each Purchase Agreement. All covenants, agreements, representations and warranties
made or furnished pursuant hereto by or for the benefit of the Seller shall bind and inure to the
benefit of any successors or assigns of the Purchaser and the Interim Trustee on behalf of the
Purchaser and shall survive with respect to each Loan. Each Purchase Agreement supersedes all
previous agreements and understandings between the Purchaser and the Seller with respect to the
subject matter thereof. A Purchase Agreement may be changed, modified or discharged, and any
rights or obligations hereunder may be waived, only by a written instrument signed by a duly
authorized officer of the party against whom enforcement of any such waiver, change, modification
or discharge is sought. The waiver by the Purchaser of any covenant, agreement, representation or
warranty required to be made or furnished by the Seller or the waiver by the Purchaser of any
provision herein contained or contained in any Purchase Agreement shall not be deemed to be a
waiver of any breach of any other covenant, agreement, representation, warranty or provision herein
contained or contained in any Purchase Agreement, nor shall any waiver or any custom or practice
which may evolve between the parties in the administration of the terms hereof or of any Purchase
Agreement, be construed to lessen the right of the Purchaser to insist upon the performance by the
Seller in strict accordance with said terms.
ARTICLE XIV.
COMMUNICATION AND NOTICE REQUIREMENTS
SECTION 14.01. Communication and Notice Requirements. All communications, notices and
approvals provided for hereunder shall be in writing and mailed or delivered to the Seller or the
Purchaser, as the case may be, addressed as set forth in the Purchase Agreement or at such other
address as either party may hereafter designate by notice to the other party. Notice given in any
such communication, mailed to the Seller or the Purchaser by appropriately addressed registered
mail, shall be deemed to have been given on the day following the date of such mailing.
ARTICLE XV.
FORM OF INSTRUMENTS
SECTION 15.01. Form of Instruments. All instruments and documents delivered in
connection with these Master Sale Terms and any Purchase Agreement, and all proceedings to be taken
in connection with these Master Sale Terms and any Purchase Agreement and the transactions
contemplated herein and therein, shall be in a form as set forth in the attachments hereto, and the
Purchaser shall have received copies of such documents as it or its counsel shall reasonably
request in connection therewith. Any instrument or document which is substantially
14
in the same form as an Attachment hereto or a recital herein will be deemed to be satisfactory
as to form.
ARTICLE XVI.
AMENDMENT
SECTION 16.01. Amendment. These Master Sale Terms and any Purchase Agreement may be
amended by the parties thereto without the consent of the related Noteholders for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of such
Master Sale Terms and Purchase Agreements or of modifying in any manner the rights of such
Noteholders; provided that such action will not, in the opinion of counsel satisfactory to the
related Indenture Trustees, materially and adversely affect the interest of any such Noteholder.
In addition, these Master Sale Terms and any Purchase Agreement may also be amended from time
to time by the Seller, the Interim Trustee and the Purchaser, with the consent of the Noteholders
of Notes evidencing a majority of the Outstanding Amount of the Notes, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of these Master
Sale Terms or any Purchase Agreement or of modifying in any manner the rights of the Noteholders;
provided, however, that no such amendment shall (a) increase or reduce in any
manner the amount of, or accelerate or delay the time of, collections of payments with respect to
Loans or distributions that shall be required to be made for the benefit of the Noteholders or (b)
reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of which
are required to consent to any such amendment, without the consent of all outstanding Noteholders.
Promptly after the execution of any such amendment or consent (or, in the case of the Rating
Agencies, five Business Days prior thereto), the Interim Trustee shall furnish written notification
of the substance of such amendment or consent to the Indenture Trustee, and each of the Rating
Agencies.
It shall not be necessary for the consent of Noteholders pursuant to this Section to approve
the particular form of any proposed amendment or consent, but it shall be sufficient if such
consent shall approve the substance thereof.
Prior to the execution of any amendment to these Master Sale Terms, the Interim Trustee shall
be entitled to receive and rely upon an Opinion of Counsel stating that execution of such amendment
is authorized or permitted by this Purchase Agreement and the Opinion of Counsel referred to in
Section 7.01(i) of the Administration Agreement. The Interim Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Interim Trustee’s own rights, duties
or immunities under this Agreement or otherwise.
15
ARTICLE XVII.
NONPETITION COVENANTS
SECTION 17.01. Nonpetition Covenants. Notwithstanding any prior termination of these
Master Sale Terms, the Seller and the Interim Trustee shall not acquiesce, petition or otherwise
invoke or cause the Purchaser to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Purchaser under any Federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Purchaser or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the Purchaser.
Notwithstanding any prior termination of these Master Sale Terms, the Interim Trustee and the
Purchaser shall not acquiesce, petition or otherwise invoke or cause the Seller to invoke the
process of commencing or sustaining a case against the Seller under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Seller or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the Purchaser.
ARTICLE XVIII.
ASSIGNMENT
SECTION 18.01. Assignment. The Seller hereby assigns its entire right, title and
interest as purchaser under this Agreement and any Purchase Agreement thereunder to the Purchaser
as of the date hereof and acknowledges that the Purchaser will assign the same, together with the
right, title and interest of the Purchaser and the Trustee hereunder, to the Indenture Trustee
under the Indenture.
ARTICLE XIX.
GOVERNING LAW
SECTION 19.01. Governing Law. THESE MASTER SALE TERMS AND ANY PURCHASE AGREEMENTS
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES, HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
ARTICLE XX.
LIMITATION OF LIABILITY OF INTERIM TRUSTEE
SECTION 20.01. Limitation of Liability of Interim Trustee. Notwithstanding anything
contained herein to the contrary, these Master Sale Terms and any Purchase Agreements will be,
signed by Chase Bank USA, National Association, not in its individual capacity but solely in its
16
capacity as Interim Trustee for the Purchaser and in no event shall Chase Bank USA, National
Association in its individual capacity, have any liability for the representations, warranties,
covenants, agreements or other obligations of the Interim Trustee or the Purchaser under these
Master Sale Terms or any Purchase Agreements or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the
Purchaser or the Seller, as the case may be.
17
IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be duly executed
by their respective officers hereunto duly authorized, as of the day and year first above written.
SLM EDUCATION CREDIT FINANCE CORPORATION, | ||||
as Seller | ||||
By: | /S/ XXXX X. XXXXXX | |||
Name: Xxxx X. Xxxxxx | ||||
Title: Vice President | ||||
SLM FUNDING LLC, | ||||
as Purchaser | ||||
By: | /S/ XXXX X. XXXXXX | |||
Name: Xxxx X. Xxxxxx | ||||
Title: Vice President | ||||
CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Interim Trustee | ||||
By: | /S/ XXXX X. XXXXXX | |||
Name: Xxxx X. Xxxxxx | ||||
Title: Vice President |
18
Attachment A
PURCHASE AGREEMENT
Dated as of September 28, 2006
PURCHASE AGREEMENT NUMBER 1
PURCHASE AGREEMENT NUMBER 1
SLM Education Credit Finance Corporation (the “Seller”) hereby offers for sale to Chase Bank
USA, National Association, as the Interim Trustee on behalf of SLM Funding LLC (the “Purchaser”)
under the Interim Trust Agreement dated as of September 28, 2006 between Purchaser and the Interim
Trustee, the entire right, title and interest of the Seller in the Loans described in the Xxxx of
Sale and Loan Transmittal Summary Form incorporated herein and, to the extent indicated below, the
Interim Trustee accepts the Seller’s offer. In order to qualify as Eligible Loans, no payment of
principal or interest shall be sixty (60) days or more Delinquent as of the Statistical Cutoff
Date.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, the Seller hereby sells to the Interim Trustee for the
benefit of Purchaser the entire right, title and interest of the Seller in the Loans accepted for
purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization
Terms Number 1000 (“Master Sale Terms”) and amendments, each incorporated herein by reference,
between the Seller, the Interim Trustee and the Purchaser. The Initial Payment of the Loans shall
equal $1,033,918,114.18 (equal to $1,196,421,478.70 (representing the sale price of the Notes less
underwriters’ commissions) less $1,300,000, (representing the Collection Account Initial Deposit)
less $2,721,089 (representing the Reserve Account Initial Deposit) less $117,000,000 (representing
the Cash Capitalization Account Initial Deposit) and less $41,071,559.92 representing the purchase
price of the Trust Student Loans being sold to the Purchaser by VG Funding, LLC contemporaneous
herewith)) and the Excess Distribution Certificate.
This document shall constitute a Purchase Agreement as referred to in the Master Sale Terms
and, except as modified herein, each term used herein shall have the same meaning as in the Master
Sale Terms. All references in the Master Sale Terms to Loans or Eligible Loans shall be deemed to
refer to the Loans governed by this Purchase Agreement. The Seller hereby makes, as of the date
hereof, all the representations and warranties contained in the Master Sale Terms and makes such
representations and warranties with respect to the Loans governed by this Purchase Agreement.
The parties hereto intend that the transfer of Loans described in the Xxxx of Sale and Loan
Transmittal Summary Form be, and be construed as, a valid sale of such Loans. However, in the
event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer
for security, then the Seller hereby grants to the Interim Trustee on behalf of the Purchaser a
first priority security interest in and to all Loans described in the Xxxx of Sale and Loan
Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Loans.
1
IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement Number 1 to be duly
executed by their respective officers hereunto duly authorized, as of the day and year first above
written.
SLM EDUCATION CREDIT FINANCE CORPORATION, | ||||
as Seller | ||||
By: | ||||
Name: | ||||
Title: | ||||
SLM FUNDING LLC, | ||||
as Purchaser | ||||
By: | ||||
Name: Title: |
||||
CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Interim Trustee | ||||
By: | ||||
Name: | ||||
Title: |
2
PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED September 00, 0000
XXX Education Credit Finance Corporation (the “Seller”), by execution of this instrument,
hereby endorses the attached promissory note which is one of the promissory notes (the “Notes”)
described in the Xxxx of Sale executed by the Seller in favor Chase Bank USA, National Association
as the Interim Trustee on behalf of SLM Funding LLC (the “Purchaser”). This endorsement is in
blank, unrestricted form and without recourse except as provided in Article VI of the Master Sale
Terms referred to in the Purchase Agreement between the Seller, the Interim Trustee and the
Purchaser which covers this promissory note.
This endorsement may be effected by attaching either this instrument or a facsimile hereof to
each or any of the Notes.
Notwithstanding the foregoing, the Seller agrees to individually endorse each Note in the form
provided by the Purchaser as Purchaser may from time to time require.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS,
INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT MASTER LOAN
SECURITIZATION TERMS NUMBER 1000. BY EXECUTION HEREOF, THE SELLER ACKNOWLEDGES THAT THE SELLER HAS
READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE
AGREEMENT (“ PURCHASE AGREEMENT”). THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON THE PURCHASER’S
PAYMENT TO THE SELLER OF THE INITIAL PAYMENT AS DEFINED IN THE MASTER SALE TERMS AND, UNLESS
OTHERWISE AGREED BY THE SELLER AND THE PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF
SALE.
1
IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement to be duly
executed by their respective officers hereunto duly authorized, as of the day and year first above
written.
SLM EDUCATION CREDIT FINANCE CORPORATION, | ||||
as Seller | ||||
By: | ||||
Name: | ||||
Title: | ||||
SLM FUNDING LLC, | ||||
as Purchaser | ||||
By: | ||||
Name: | ||||
Title: | ||||
CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Interim Trustee | ||||
By: | ||||
Name: | ||||
Title: |
2
XXXX OF SALE DATED September 28, 2006
The undersigned SLM Education Credit Finance Corporation (the “Seller”) for value received and
pursuant to the terms and conditions of Purchase Agreement Number 1 (the “Purchase Agreement”)
between the Seller, SLM Funding LLC (the “Purchaser”), Chase Bank USA, National Association (the
“Interim Trustee”) for the benefit of Purchaser under the Interim Trust Agreement dated as of
September 28, 2006 between Purchaser and Interim Trustee does hereby sell, assign and convey to the
Interim Trustee on behalf of the Purchaser and its assignees all right, title and interest of, in
the Loans (excluding any and all surety bonds relating to the Loans and including any Back-End Fees
relating to the Loans) identified herein which the Interim Trustee on behalf of the Purchaser has
accepted for purchase. The portfolio accepted for purchase by the Interim Trustee on behalf of the
Purchaser and the effective date of sale and purchase are described below and the individual Loans
are listed on the Schedule A attached hereto.
The Seller hereby makes the representations and warranties set forth in Article V of the
Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the
Purchase Agreement.
LISTING OF LOANS ON FOLLOWING PAGE
1
[Table to be provided]
2
ADDITIONAL LOAN CRITERIA
§ | Not in claims status, not previously rejected | |
§ | Not in litigation | |
§ | Loan is fully disbursed as of the Statistical Cutoff Date with respect to the Loans purchased on the Closing Date and as of the applicable Cutoff Date with respect to the Loans purchased after the Closing Date | |
§ | Loan is not swap-pending |
* Based upon the Seller’s estimated calculations, which may be adjusted upward or downward based
upon the Purchaser’s reconciliation.
** Includes interest to be capitalized.
3
IN WITNESS WHEREOF, the parties hereto have caused this Xxxx of Sale to be duly executed by
their respective officers hereunto duly authorized, as of the day and year first above written.
SLM EDUCATION CREDIT FINANCE CORPORATION, | ||||
as Seller | ||||
By: | ||||
Name: | ||||
Title: | ||||
SLM FUNDING LLC, | ||||
as Purchaser | ||||
By: | ||||
Name: | ||||
Title: | ||||
CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as the Interim Trustee | ||||
By: | ||||
Name: | ||||
Title: |
4