EXHIBIT 99.3
SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Sale Agreement Master Securitization Terms Number 1000 ("Master Sale
Terms") dated as of February 15, 2005 among SLM Funding LLC (in such capacity,
the "Seller"), SLM Student Loan Trust 2005-2 (the "Purchaser"), and Chase
Manhattan Bank USA, National Association, not in its individual capacity but
solely as Interim Eligible Lender Trustee (the "Interim Eligible Lender
Trustee") for the benefit of the Seller under the Funding Interim Trust
Agreement dated as of February 1, 2005 between the Seller and the Interim
Eligible Lender Trustee, and Chase Manhattan Bank USA, National Association, not
in its individual capacity but solely as Eligible Lender Trustee on behalf of
SLM Student Loan Trust 2005-2 (the "Eligible Lender Trustee"), shall be
effective upon execution by the parties hereto. References to the Seller herein
mean the Interim Eligible Lender Trustee, and references to the Purchaser mean
the Eligible Lender Trustee, for all purposes involving the holding or
transferring of legal title to the Trust Student Loans.
WHEREAS, the Seller is the owner of certain student loans guaranteed under
the Higher Education Act;
WHEREAS, legal title to such loans is vested in the Interim Eligible
Lender Trustee, as trustee for the benefit of the Seller as the sole
beneficiary;
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, the Purchaser desires to purchase from the Seller the portfolio
of Initial Loans;
WHEREAS, from time to time following the Closing Date until the end of the
Supplemental Purchase Period, the Seller may desire to sell Additional Loans and
the Purchaser may purchase such Additional Loans in accordance with these Master
Sale Terms and the related Additional Sale Agreement;
WHEREAS, from time to time, Seller may substitute loans in accordance with
these Master Terms; and
WHEREAS, the Eligible Lender Trustee is willing to hold legal title to,
and serve as eligible lender 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:
SECTION 1. TERMS
These Master Sale Terms establish the terms under which the Seller (and
with respect to legal title, the Interim Eligible Lender Trustee for the benefit
of the Seller) may sell and the Purchaser (and with respect to legal title, the
Eligible Lender Trustee on behalf of the Purchaser) may purchase the Loans (and
all obligations of the Borrowers thereunder) specified in the Initial Sale
Agreement with respect to the Initial Loans or each Additional Sale Agreement
with respect
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to any Additional Loans or Substituted Loans as the parties may execute from
time to time pursuant to these Master Sale Terms. The Initial Sale Agreement and
each Additional Sale Agreement, as applicable, shall be substantially in the
form of Attachment A and Attachment C hereto, respectively, in each case
incorporating by reference the terms of these Master Sale Terms, and shall be a
separate agreement among the Seller, the Purchaser, the Eligible Lender Trustee
for the benefit of the Purchaser, and the Interim Eligible Lender Trustee for
the benefit of the Seller with respect to the Loans covered by the terms of the
Initial Sale Agreement or the related Additional Sale Agreement, as applicable.
If the terms of the Initial Sale Agreement or an Additional Sale Agreement
conflict with the terms of these Master Sale Terms, the terms of the Initial
Sale Agreement or the related Additional Sale Agreement, as applicable, shall
supersede and govern.
SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein, including in the
related Sale Agreement and Xxxx of Sale, shall have the definitions set forth in
Appendix A to the Indenture dated as of February 1, 2005, among the Eligible
Lender 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) "Account" means all of the Eligible Loans hereunder of one (1)
Borrower that are of the same Loan type made under the identical
subsection of the Higher Education Act and in the same status.
(B) "Additional Xxxx of Sale" means each document, in the form of
Attachment D hereto, executed by an authorized officer of the Interim
Eligible Lender Trustee for the benefit of the Seller and the Eligible
Lender Trustee for the benefit of the Purchaser which shall: (i) set forth
the list and certain terms of (a) Additional Loans offered by the Seller
and the Interim Eligible Lender Trustee for the benefit of the Seller and
accepted for purchase by the Eligible Lender Trustee for the benefit of
the Purchaser, including the Additional Loans Purchase Price for the
Additional Loans being sold thereunder or (b) Substituted Loans
substituted by Seller, (ii) sell, assign and convey to the Eligible Lender
Trustee, for the benefit of the Purchaser and its assignees, all right,
title and interest of the Seller and the Interim Eligible Lender Trustee
for the benefit of the Seller in the Additional Loans or Substituted
Loans, as applicable, listed on the related Additional Xxxx of Sale and
(iii) certify that the representations and warranties made by the Seller
pursuant to Sections 5(A) and (B) of these Master Sale Terms are true and
correct.
(C) "Additional Loan" means the Eligible Loans evidenced by a Note or
Notes sold from time to time during the Supplemental Purchase Period
pursuant to an Additional Sale Agreement and related documentation,
together with any guaranties and other rights relating thereto including,
without limitation, Interest Subsidy Payments and Special Allowance
Payments.
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(D) "Additional Loans Purchase Price" means the dollar amount representing
the aggregate purchase price of the related Additional Loans as specified
in the applicable Additional Sale Agreement.
(E) "Additional Sale Agreement" means each Additional Sale Agreement
(including the related Additional Xxxx of Sale, the related Blanket
Endorsement and any attachments thereto), substantially in the form of
Attachment C hereto (of which these Master Sale Terms form a part by
reference, provided that in the event of a substitution, the form will be
modified accordingly), to be executed by the Seller and the Interim
Eligible Lender Trustee (for the benefit of the Seller), the Purchaser and
the Eligible Lender Trustee (for the benefit of the Purchaser) which
certifies that the representations and warranties made by the Seller as
set forth in Sections 5(A) and (B) of these Master Sale Terms are true and
correct as of the related Purchase Date.
(F) "Xxxx of Sale" means the Initial Xxxx of Sale or an Additional Xxxx of
Sale, as applicable.
(G) "Borrower" means the obligor on a Loan.
(H) "Consolidation Loan" means a Loan made pursuant to and in full
compliance with Section 428C of the Higher Education Act.
(I) "Cutoff Date" means the Initial Cutoff Date, Statistical Cutoff Date
or any Subsequent Cutoff Date, as applicable.
(J) "Eligible Loan" means a Loan offered for sale or substituted by Seller
under a Sale Agreement which 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, is current or not
more past due than permitted under such Sale Agreement in payment of
principal or interest and which meets the following criteria as of the
Statistical Cutoff Date, in the case of the Initial Loans, or as of the
effective date of the related Xxxx of Sale, in the case of any Additional
Loan or Substituted Loan:
(i) is a Xxxxxxxx Loan, a PLUS Loan or SLS Loan and is not a
Consolidation Loan;
(ii) is owned by the Seller and is fully disbursed;
(iii) is guaranteed as to principal and interest by the applicable
Guarantor to the maximum extent permitted by the Higher Education
Act for such Loan;
(iv) bears interest at a stated rate of not less than the maximum
rate permitted under the Higher Education Act for such Loan;
(v) is eligible for the payment of the quarterly special allowance
at the full and undiminished rate established under the formula set
forth in the Higher Education Act for such Loan;
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(vi) if not yet in repayment status, is eligible for the payment of
interest benefits by the Secretary or, if not so eligible, is a Loan
for which interest either is billed quarterly to Borrower or
deferred until commencement of the repayment period, in which case
such accrued interest is subject to capitalization to the full
extent permitted by the applicable Guarantor;
(vii) is current or no payment of principal or interest shall be
more than 210 days past due as of the Statistical Cutoff Date, in
the case of the Initial Loans, or in relation to any Additional Loan
or Substituted Loan, the related Subsequent Cutoff Date;
(viii) the last disbursement was before the Statistical Cutoff Date,
in the case of the Initial Loans, or before the related Subsequent
Cutoff Date, in the case of any Additional Loan or Substituted Loan;
(ix) is supported by the following documentation:
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 promissory note and all
loans so represented are not being sold) or the
electronic records evidencing the same,
3. evidence of guarantee,
4. any other document and/or record which the
Purchaser may be required to retain pursuant to
the Higher Education Act,
5. if applicable, payment history (or similar
document) including (i) an indication of the
Principal Balance and the date through which
interest has been paid, each as of the Statistical
Cutoff Date, in the case of the Initial Loans, or,
the related Subsequent Cutoff Date, in the case of
any Additional Loan or Substitute Loan and (ii) an
accounting of the allocation of all payments by
the Borrower or on the Borrower's behalf to
principal and interest on the Loan,
6. if applicable, documentation which supports
periods of current or past deferment or past
forbearance,
7. if applicable, 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
and, if required by the Guarantor, copies of all
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letters and other correspondence relating to due
diligence processing,
8. if applicable, evidence of all requests for
skip-tracing assistance and current address of
Borrower, if located,
9. if applicable, evidence of requests for pre-claims
assistance, and evidence that the Borrower's
school(s) have been notified, and
10. if applicable, a record of any event resulting in
a change to or confirmation of any data in the
Loan file.
(K) "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 2.8(m) and 2.9(f) of the
Administration Agreement.
(L) "Initial Xxxx of Sale" means the document, in the form of Attachment B
hereto, executed by an authorized officer of the Interim Eligible Lender
Trustee for the benefit of the Seller and the Eligible Lender Trustee for
the benefit of the Purchaser which shall (i) set forth the applicable
Initial Loans offered by the Seller and the Interim Eligible Lender
Trustee for the benefit of the Seller and accepted for purchase by the
Eligible Lender Trustee for the benefit of the Purchaser, (ii) sell,
assign and convey to the Eligible Lender Trustee for the benefit of the
Purchaser and its assignees all rights, title and interest of the Seller
and the Interim Eligible Lender Trustee for the benefit of the Seller in
the Initial Loans listed on that Xxxx of Sale and (iii) certify that the
representations and warranties made by the Seller as set forth in Sections
5 (A) and (B) of these Master Sale Terms are true and correct.
(M) "Initial Cutoff Date" means February 15, 2005.
(N) "Initial Loans" means the Eligible Loans evidenced by the Notes sold
on the Closing Date pursuant to the Initial Sale Agreement and related
documentation, together with any guaranties and other rights relating
thereto including, without limitation, Interest Subsidy Payments and
Special Allowance Payments.
(O) "Initial Payment" means the dollar amount specified as the "Initial
Payment" in the applicable Sale Agreement.
(P) "Initial Sale Agreement" means the Sale Agreement (including the
related Blanket Endorsement, Initial Xxxx of Sale and any attachments
thereto) substantially in the form of Attachment A hereto (of which these
Master Sale Terms form a part by reference), to be executed by the Seller,
the Interim Eligible Lender Trustee for the benefit of the Seller, the
Purchaser and the Eligible Lender Trustee for the benefit of the
Purchaser, which shall certify that the representations and warranties
made by the Seller as set forth in Sections 5 (A) and (B) of these Master
Sale Terms are true and correct as of the Closing Date.
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(Q) "Loan" means an Initial Loan, Additional Loan or Substituted Loan, as
applicable, offered for sale and purchased, or substituted, pursuant to
the related Sale Agreement.
(R) "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, (i) the Loans subject to the related Xxxx
of Sale and (ii) the outstanding Principal Balance and accrued interest
thereof as of the related Cutoff Date.
(S) "Note" means the promissory note or notes of the Borrower and any
amendment thereto evidencing the Borrower's obligation with regard to a
student loan guaranteed under the Higher Education Act or the electronic
records evidencing the same.
(T) "PLUS Loan" means a Loan which was made pursuant to the PLUS Program
established under Section 428B of the Higher Education Act (or predecessor
provisions).
(U) "Principal Balance" means the outstanding principal amount of the
Loan, plus interest expected to be capitalized (if any), less amounts
which may not be insured (such as late charges).
(V) "Purchase Date" means with respect to the Initial Loans, the Closing
Date, and with respect to any Additional Loans or Substituted Loans, the
date of the related Additional Xxxx of Sale.
(W) "Purchase Price" means the Initial Payment or the Additional Loans
Purchase Price, as applicable.
(X) "Purchased Loans" means, with respect to each Sale Agreement, the
Loans offered for sale and purchased or substituted pursuant to such Sale
Agreement.
(Y) "Sale Agreement" means the Initial Sale Agreement or an Additional
Sale Agreement, as applicable.
(Z) "Secretary" means the United States Secretary of Education or any
successor.
(AA) "SLM ECFC Master Purchase Terms" means the Purchase Agreement Master
Securitization Terms Number 1000 dated February 15, 2005, among SLM
Education Credit Finance Corporation, as seller, SLM Funding LLC and the
Interim Eligible Lender Trustee for the benefit of SLM Funding LLC.
(BB) "SLS Loan" means a Loan which was made pursuant to the Supplemental
Loans for Students Program established under Section 428A of the Higher
Education Act (or predecessor provisions), including Loans referred to as
ALAS Loans or Student PLUS Loans.
(CC) "Xxxxxxxx Loan" means a Subsidized Xxxxxxxx Loan or an Unsubsidized
Xxxxxxxx Loan.
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(DD) "Statistical Cutoff Date" means January 26, 2005.
(EE) "Subsequent Cutoff Date" means the date specified in the related
Additional Sale Agreement agreed to by the Seller and the Purchaser for
the purposes of determining the Principal Balance and accrued interest to
be capitalized, as applicable, for purposes of completing each related
Loan Transmittal Summary Form.
(FF) "Subsidized Xxxxxxxx Loan" means a Loan for which the interest rate
is governed by Section 427A(a) or 427A(d) of the Higher Education Act.
(GG) "Substituted Loans" means the Eligible Loans evidenced by a Note or
Notes substituted by the Seller, pursuant to the terms of Section 6(B)
hereof, from time to time as evidenced by an Additional Sale Agreement and
related documentation, together with any guarantees and other rights
relating thereto including, without limitation, Interest Subsidy Payments
and Special Allowance Payments. For all purposes hereunder, except with
respect to Purchase Price or as otherwise set forth herein, Substituted
Loans shall be treated as Additional Loans.
(HH) "Trust Student Loan" means any student loan that is listed on the
Schedule of Trust Student Loans on the Closing Date, plus any Additional
Trust Student Loan, plus any Substituted Loan that is permissibly
substituted for a Trust Student Loan by the Depositor pursuant to Section
6(B) of this Sale Agreement or pursuant to Section 6(B) of an Additional
Sale Agreement, or by the Servicer pursuant to Section 3.5 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 of Liquidation Proceeds with respect thereto or
following such Liquidated Student Loan having otherwise been written off
by the Servicer.
(II) "Unsubsidized Xxxxxxxx Loan" means a Loan made pursuant to Section
428H of the Higher Education Act.
(JJ) "VG Funding Master Purchase Terms" means the Purchase Agreement
Master Securitization Terms Number 1000 dated February 15, 2005, among VG
Funding, LLC, as seller; Chase Manhattan Bank USA National Association, as
interim eligible lender trustee for the benefit of VG Funding, LLC; SLM
Funding LLC; and the Interim Eligible Lender Trustee for the benefit of
the SLM Funding LLC.
SECTION 3. SALE/PURCHASE
SECTION 3.1 SALE/PURCHASE OF INITIAL LOANS
(A) Consummation of Sale and Purchase
The sale and purchase of Eligible Loans pursuant to the Initial Sale
Agreement with respect to the Initial Loans shall be consummated upon (i)
the Purchaser's receipt from the Seller and the Interim Eligible Lender
Trustee for the benefit of the Seller of the Initial Xxxx of Sale, (ii)
the payment by the Purchaser to the Seller of the Initial Payment
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and (iii) the issuance to the Seller of the Excess Distribution
Certificate. Upon consummation, such sale and purchase shall be effective
as of the date of the Initial Xxxx of Sale. The Seller and the Purchaser
shall use their best efforts to perform promptly their respective
obligations pursuant to the Initial Sale Agreement with respect to each
Initial Loan.
(B) Settlement of the Initial Payment
On the date of the Initial Xxxx of Sale, the Purchaser shall pay the
Seller the Initial Payment by wire transfer in immediately available funds
to the account specified by the Seller.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
The Seller shall be entitled to all Interest Subsidy Payments and
Special Allowance Payments on each Initial Loan up to but not including
the Initial Cutoff Date, and shall be responsible for the payment of
rebate fees, if any, applicable to the Initial Loans accruing up to but
not including the Closing Date. The Purchaser and the Eligible Lender
Trustee, for the benefit of the Purchaser, shall be entitled to all
Special Allowance Payments and Interest Subsidy Payments on the Initial
Loans accruing from the Initial Cutoff Date, and shall be responsible for
the payment of any rebate fees applicable to the Initial Loans accruing
from the Closing Date.
SECTION 3.2 SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF
SUBSTITUTED LOANS
(A) Requirements Relating to Additional Loans
From time to time during the Supplemental Purchase Period, the
Seller may, but shall not be obligated to sell Eligible Loans to the
Purchaser, and the Purchaser may (but only to the extent that funds are
available at such time in the Supplemental Purchase Account) purchase such
Additional Loans from the Seller at the related Additional Loans Purchase
Price set forth in the related Additional Sale Agreement. In addition, at
any time the Seller may transfer Substituted Loans to Purchaser in
satisfaction of any Loan repurchase obligations hereunder. The sale and
purchase (or substitution) of Additional Loans (or Substituted Loans)
pursuant to an Additional Sale Agreement shall be consummated as set forth
in this Section 3.2.
(B) Consummation of Sale and Purchase
During the Supplemental Purchase Period with respect to the
Additional Loans (and thereafter with respect to Substituted Loans), the
sale and purchase of Eligible Loans pursuant to an Additional Sale
Agreement shall be consummated upon (i) the Purchaser's receipt from the
Seller of a fully executed copy of the related Additional Sale Agreement;
and (ii) the payment by the Purchaser to the Seller of the related
Purchase Price. Upon consummation, such sale and purchase shall be
effective as of the date of the related Additional Xxxx of Sale. The
Seller and the Purchaser shall use their best efforts to
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perform promptly their respective obligations pursuant to the related
Additional Sale Agreement with respect to each Additional Loan.
(C) Settlement of the Purchase Price
On the date of the related Additional Xxxx of Sale for an Additional
Loan, the Purchaser shall pay the Seller the related Purchase Price by
wire transfer of immediately available funds to the account specified by
the Seller (except that with respect to Substituted Loans, the
consideration for such Loans shall be the transfer from the Purchaser to
the Seller of ownership of the Loans being substituted for).
(D) Interest Subsidy and Special Allowance Payments and Rebate Fees
The Seller shall be entitled to all Interest Subsidy Payments and
Special Allowance Payments on each Additional Loan or Substituted Loan
accruing up to but not including the related Subsequent Cutoff Date, as
applicable, and shall be responsible for the payment of any rebate fees
applicable to such Purchased Loans subject to the related Xxxx of Sale
accruing up to but not including the date of the related Xxxx of Sale. The
Purchaser and the Eligible Lender Trustee on behalf of the Purchaser shall
be entitled to all Special Allowance Payments and Interest Subsidy
Payments accruing from the related Subsequent Cutoff Date with respect to
the Additional Loans or Substituted Loans, and shall be responsible for
the payment of any rebate fees applicable to the Additional Loans accruing
from the date of the related Xxxx of Sale.
SECTION 3.3 GENERAL
(A) Special Programs
In consideration of the sale or substitution of the Eligible Loans
under these Master Sale Terms and each Sale 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 related Sale Agreement, generally offered
to the obligors of comparable loans owned by the Seller, at all times
subject to the terms and conditions of Section 3.12 of the Servicing
Agreement. The Seller is selling Loans to the Purchaser or substituting
Loans without regard to the effect of the special programs. The Seller
shall remit to the Purchaser any amounts necessary to offset any effective
yield reductions on any related Trust Student Loans as set forth in
Section 3.12 of the Servicing Agreement.
(B) Intent of the Parties
With respect to each sale or substitution of Loans pursuant to these
Master Sale Terms and the related Sale Agreements, it is the intention of
the Seller, the Interim Eligible Lender Trustee, the Purchaser and the
Eligible Lender Trustee, and the Seller hereby warrants that, the transfer
and assignment constitute a valid sale of such Loans from the Seller to
the Eligible Lender Trustee or a valid substitution, for the benefit of
and on behalf of the Purchaser, and that the beneficial interest in and
title to such Loans
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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.
SECTION 4. CONDITIONS PRECEDENT TO SALE AND PURCHASE OR SUBSTITUTION
Any purchase or substitution of Loans pursuant to these Master Terms
is subject to the following conditions precedent being satisfied (and SLM ECFC
and VG Funding, by accepting payment, shall be deemed to have certified that all
such conditions are satisfied on the date of such purchase):
(A) Activities Prior to a Sale or Substitution
Following the execution of a Sale Agreement, the Seller shall
provide any assistance requested by the Purchaser in determining that all
required documentation on the related Loans is present and correct.
(B) Continued Servicing
The Seller shall service, or cause to be serviced, all Loans as
required under the Higher Education Act until the date of the related Xxxx
of Sale.
(C) Xxxx of Sale/Loan Transmittal Summary Form
The Seller shall deliver to the Purchaser:
(i) a Xxxx of Sale that (a) has been duly authorized, executed and
delivered by an authorized officer of the Seller and the Interim
Eligible Lender Trustee for the benefit of the Seller, covering the
applicable Loans offered by the Seller, (b) has been accepted by the
Purchaser as set forth thereon, selling, assigning and conveying to
the Eligible Lender Trustee for the benefit of the Purchaser and its
assignees all right, title and interest of the Seller and the
Interim Eligible Lender Trustee for the benefit of the Seller,
including the insurance interest of the Interim Eligible Lender
Trustee for the benefit of the Seller, in each of the related Loans,
and (c) states that the representations and warranties made by the
Seller in Sections 5(A) and (B) of these Master Sale Terms are true
and correct on and as of the date of the Xxxx of Sale; and
(ii) 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.
(D) Endorsement
The Seller shall provide a blanket endorsement transferring the
entire interest of the Seller and the Interim Eligible Lender Trustee for
the benefit of the Seller in the Loans to the Eligible Lender Trustee for
the benefit of the Purchaser with the form of endorsement provided for in
the Initial Sale Agreement with respect to the Initial Loans
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or any Additional Sale Agreement with respect to any Additional Loans or
Substituted Loans.
At the direction of and in such form as the Purchaser may designate,
the Seller also agrees to individually endorse any Eligible Loan as the
Purchaser may request from time to time.
(E) 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.
(F) Loan Transfer Statement
Upon the Purchaser's request, the Seller shall deliver to the
Purchaser one (1) or more Loan Transfer Statements (Department Form OE
1074 or its equivalent) provided by the Purchaser, executed by the Interim
Eligible Lender Trustee for the benefit of the Seller and dated the date
of the related Xxxx of Sale. The Seller agrees that the Purchaser and the
Eligible Lender Trustee may use the related Xxxx of Sale, including the
Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE
Form 1074, as official notification to the Guarantor of the assignment by
the Interim Eligible Lender Trustee for the benefit of the Seller to the
Eligible Lender Trustee for the benefit of the Purchaser of the Loans
listed on the related Xxxx of Sale.
(G) Power of Attorney
The Seller and the Interim Eligible Lender Trustee hereby grant to
the Eligible Lender Trustee, for the benefit of and 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 and the Interim Eligible
Lender Trustee for the benefit of the Seller any Eligible Loan to evidence
the transfer of such Eligible Loan to the Eligible Lender Trustee on
behalf of the Purchaser and to transfer or to cause to be transferred any
Note from SLM ECFC, VG Funding or the Servicer to the Eligible Lender
Trustee or the Indenture Trustee or any other custodian on behalf of
either of them.
(H) Contemporaneous Sale
Subject to the conditions set forth in Section 3.2(A) hereof, with
respect to the purchase of Additional Loans, such Additional Loans shall
be contemporaneously sold to the Eligible Lender Trustee on behalf of the
Trust.
(I) Sufficient Funds
With respect to the Additional Loans, the amount on deposit in the
Supplemental Purchase Account shall be greater than or equal to the
related Additional Loans Purchase Price.
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SECTION 5. 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.
(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
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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 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
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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
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notations indicating that they have been pledged, assigned or
otherwise conveyed to any Person other than the Interim Eligible
Lender Trustee. All financing statements filed or to be filed
against the Interim 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, the Seller and the
Interim Eligible Lender Trustee have not pledged, assigned, sold,
granted a security interest in, or otherwise 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 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 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,
each Sale Agreement and each Xxxx of Sale;
(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 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 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
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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 the
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.
SECTION 6. REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
(A) Each party to these Master Terms shall give notice to the other such
parties and to the Servicer, the Administrator and SLM ECFC or VG Funding,
as applicable, promptly, in writing, upon the discovery of any breach of
the Seller's representations and warranties made pursuant to Sections 5(A)
and (B) hereof which has a material adverse effect on the interest of the
Purchaser in any Trust Student Loan. In the event of such a material
breach which is not curable by reinstatement of the applicable Guarantor's
guarantee of such Trust Student Loan, the Seller shall repurchase any
affected Trust Student Loan not later than 120 days following the earlier
of the date of discovery of such material breach and the date of receipt
of the Guarantor reject transmittal form with respect to such Trust
Student Loan. In the event of such a material breach which is curable by
reinstatement of the applicable Guarantor's guarantee of such Trust
Student Loan, unless the material breach shall have been cured within 360
days following the earlier of the date of discovery of such material
breach and the date of receipt of the Guarantor reject transmittal form
with respect to such Trust Student Loan, the Seller shall purchase such
Trust Student Loan not later than the sixtieth day following the end of
such 360-day period. The Seller shall also remit as provided in Section
2.6 of the Administration Agreement on the date of repurchase of any Trust
Student Loan pursuant to this Section 6(A) an amount equal to all
non-guaranteed interest amounts and forfeited Interest Subsidy Payments
and Special Allowance Payments with respect to such Trust Student Loan. In
consideration of the purchase of any such Trust Student Loan pursuant to
this Section 6(A), the Seller shall remit the Purchase Amount in the
manner specified in Section 2.6 of the Administration Agreement.
In addition, if any breach of Sections 5(A) and (B) hereof by the
Seller does not trigger such repurchase obligation but does result in the
refusal by a Guarantor to guarantee all or a portion of the accrued
interest (or any obligation of the Purchaser to repay such interest to a
Guarantor), or the loss (including any obligation of the Purchaser to
repay the Department) of Interest Subsidy Payments and Special Allowance
Payments, with respect to any Trust Student Loan affected by such breach,
then the Seller shall reimburse the Purchaser by remitting an amount equal
to the sum of all such non-guaranteed interest amounts and such forfeited
Interest Subsidy Payments or Special Allowance Payments in the manner
specified in Section 2.6 of the Administration Agreement not later than
(i) the last day of the next Collection Period ending not less than
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60 days from the date of the Guarantor's refusal to guarantee all or a
portion of accrued interest or loss of Interest Subsidy Payments or
Special Allowance Payments, or (ii) in the case where the Seller
reasonably believes such losses are likely to be collected, not later than
the last day of the next Collection Period ending not less than 360 days
from the date of the Guarantor's refusal to guarantee all or a portion of
accrued interest or loss of Interest Subsidy Payments or Special Allowance
Payments. At the time such payment is made, the Seller shall not be
required to reimburse the Purchaser for interest that is then capitalized,
however, such amounts shall be reimbursed if the borrower subsequently
defaults and such capitalized interest is not paid by the Guarantor.
Anything in this Section 6(A) to the contrary notwithstanding, if as
of the last Business Day of any month the aggregate outstanding principal
amount of Trust Student Loans with respect to which claims have been filed
with and rejected by a Guarantor or with respect to which the Servicer
determines that claims cannot be filed pursuant to the Higher Education
Act as a result of a breach by the Seller or the Servicer, exceeds 1% of
the Pool Balance, the Seller or the Servicer shall purchase, within 30
days of a written request of the Eligible Lender Trustee or the Indenture
Trustee, such affected Trust Student Loans in an aggregate principal
amount such that after such purchase the aggregate principal amount of
such affected Trust Student Loans is less than 1% of the Pool Balance. The
Trust Student Loans to be purchased by the Seller (or the Servicer as
provided in the Servicing Agreement) pursuant to the preceding sentence
shall be based on the date of claim rejection (or the date of notice
referred to in the first sentence of this Section 6(A)), with Trust
Student Loans with the earliest such date to be repurchased first.
(B) In lieu of repurchasing Trust Student Loans pursuant to Section 6(A)
above, 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:
(1) status (i.e., in-school, grace, deferment, forbearance
or repayment),
(2) program type (i.e., Unsubsidized Xxxxxxxx Loan or
Subsidized Xxxxxxxx Loan (pre-1993 vs. post-1993), PLUS
Loan or SLS Loan),
(3) school type,
(4) total return,
(5) principal balance, and
(6) 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
Section 6(B), the Seller shall make a reasonable determination that the
Eligible Loans to be substituted will not have a material
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adverse effect on the Noteholders. In connection with each substitution a
Sale 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 Section 6(B), 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 non-guaranteed interest amounts and
forfeited Interest Subsidy Payments and Special Allowance Payments with
respect to the Trust Student Loans in the manner provided in Section 2.6
of the Administration Agreement.
(C) The sole remedy of the Purchaser, the Eligible Lender Trustee and the
Noteholders with respect to a breach by the Seller pursuant to Sections
5(A) and (B) hereof shall be to require the Seller to purchase such Trust
Student Loans, to reimburse the Purchaser as provided in Section 6(A)
above or to substitute Eligible Loans pursuant to Section 6(B). The
Eligible Lender 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 Section 6.
SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS
(A) Any payment received by the Seller with respect to amounts accrued
after the date of the related Xxxx of Sale for any Purchased Loan sold to
the Purchaser, which payment is not reflected in the related 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 Purchased Loans with respect to which such
payments were made, the amount of each such payment and the date each such
payment was received.
(B) Any written communication received at any time by the Seller with
respect to any Loan subject to these Master Terms or the related Sale
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.
SECTION 8. CONTINUING OBLIGATION OF SELLER
The Seller shall provide all reasonable assistance necessary for the
Purchaser to resolve account problems raised by any Borrower, the Guarantor or
the Secretary provided such account problems are attributable to or are alleged
to be attributable to (a) an event occurring during the
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period the Seller owned the related Purchased 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.
SECTION 9. LIABILITY OF THE SELLER; INDEMNITIES
The Seller shall be liable in accordance herewith only to the extent of
the obligations specifically undertaken by the Seller under these Master Sale
Terms and each related Sale Agreement.
(i) The Seller shall indemnify, defend and hold harmless the
Purchaser and the Eligible Lender 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 Eligible Lender Trustee), including any sales,
gross receipts, general corporation, tangible and intangible
personal property, privilege or license taxes (but, in the case of
the Purchaser, not including any taxes asserted with respect to, and
as of the date of, the sale of the Purchased Loans to the Eligible
Lender Trustee for the benefit of the Purchaser, or asserted with
respect to ownership of the Trust Student Loans) and costs and
expenses in defending against the same.
(ii) The Seller shall indemnify, defend and hold harmless the
Purchaser and the Eligible Lender Trustee in its individual capacity
and their officers, directors, employees and agents of the Purchaser
and the Eligible Lender 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
these Master Sale Terms or by reason of reckless disregard of its
obligations and duties under these Master Sale Terms.
(iii) The Seller shall be liable as primary obligor for, and shall
indemnify, defend and hold harmless the Eligible Lender 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 Sale Agreement, the other Basic
Documents, the acceptance or performance of the trusts and duties
set forth herein and in the Sale Agreement or the action or the
inaction of the Eligible Lender Trustee hereunder, except to the
extent that such cost, expense, loss, claim, damage, obligation or
liability: (a) shall be due to the willful misfeasance, bad faith or
negligence (except for errors in judgment) of the Eligible Lender
Trustee, (b) shall arise from any breach by the Eligible Lender
Trustee of its covenants in its individual capacity under any of the
Basic Documents; or (c) shall arise from the breach by the Eligible
Lender Trustee of any of its representations or warranties in its
individual capacity set forth in these Master Sale Terms or any Sale
Agreement. In the event of any claim, action or proceeding for which
indemnity will be sought pursuant to this paragraph, the Eligible
Lender Trustee's
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choice of legal counsel shall be subject to the approval of the
Seller, which approval shall not be unreasonably withheld.
Indemnification under this Section 9 shall survive the resignation or
removal of the Eligible Lender 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.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE
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 every obligation of the
Seller under these Master Sale Terms, each Sale Agreement and each Xxxx of Sale;
(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 Eligible
Lender 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 and (v) if the Seller is not the
surviving entity, the Seller shall have delivered to the Eligible Lender 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 Eligible Lender Trustee, respectively, in the
Purchased 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.
SECTION 11. 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 Section 5 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 Sale
Agreement, and that in its opinion may involve it in any expense or liability.
Except as provided herein, the repurchase (or
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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 Purchased Loans listed on the related
Xxxx of Sale may be adjusted in the ordinary course of business subsequent to
the date of the related Xxxx of Sale and to the extent that the aggregate
Principal Balance listed on the related Xxxx of Sale is less than the aggregate
Principal Balance stated on the related Xxxx of Sale, the Seller shall remit
such amount to the Eligible Lender Trustee for the benefit of the Purchaser.
Such reconciliation payment shall be made from time to time but no less
frequently than semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF ELIGIBLE LENDER TRUSTEE
Notwithstanding anything contained herein to the contrary, these Master
Sale Terms and the Initial Sale Agreement has been, and any Additional Sale
Agreement will be, signed by Chase Manhattan Bank USA, National Association, not
in its individual capacity but solely in its capacity as Eligible Lender Trustee
for the Purchaser and the Interim Eligible Lender Trustee for the Seller, as the
case may be, and in no event shall Chase Manhattan Bank USA, National
Association in its individual capacity, have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Eligible Lender Trustee, the Interim Eligible Lender Trustee, the Purchaser or
of the Seller, respectively, under these Master Sale Terms or any Sale Agreement
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.
SECTION 13. EXPENSES
Except as otherwise provided herein, each party to these Master Sale Terms
or any Sale Agreement shall pay its own expense incurred in connection with the
preparation, execution and delivery of these Master Sale Terms or any Sale
Agreement and the transactions contemplated herein or therein.
SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION
All covenants, agreements, representations and warranties made herein and
in or pursuant to the Initial Sale Agreement and each Additional Sale Agreement
executed pursuant to these Master Sale Terms shall survive the consummation of
the acquisition of the Purchased Loans provided for in the related Sale
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
Eligible Lender Trustee on behalf of the Purchaser and shall survive with
respect to each Purchased Loan. Each Sale Agreement supersedes all previous
agreements and understandings between the Purchaser and the Seller with respect
to the subject matter thereof. A Sale 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 Sale Agreement shall not be
deemed to be a waiver of any breach of any other covenant, agreement,
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representation, warranty or provision herein contained or contained in any Sale
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 Sale
Agreement, be construed to lessen the right of the Purchaser to insist upon the
performance by the Seller in strict accordance with said terms.
SECTION 15. 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 related Sale 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.
SECTION 16. FORM OF INSTRUMENTS
All instruments and documents delivered in connection with these Master
Sale Terms and any Sale Agreement, and all proceedings to be taken in connection
with these Master Sale Terms and any Sale 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 in the same form as an
attachment hereto or a recital herein will be deemed to be satisfactory as to
form.
SECTION 17. AMENDMENT
These Master Sale Terms, any Sale Agreement, any Xxxx of Sale and any
document or instrument delivered in accordance herewith or therewith 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 in the related document 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 Trustee, materially
and adversely affect the interest of any such Noteholder.
In addition, these Master Sale Terms, any Sale Agreement and any document
or instrument delivered in accordance herewith or therewith may also be amended
from time to time by the Seller, the Interim Eligible Lender Trustee, the
Eligible Lender 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 in the related document or 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.
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Promptly after the execution of any such amendment or consent (or, in the
case of the Rating Agencies, five Business Days prior thereto), the Eligible
Lender 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 17 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
Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that execution of such amendment is authorized or permitted by
these Master Sale Terms and the Opinion of Counsel referred to in Section
7.1(i)(i) of the Administration Agreement. The Eligible Lender Trustee may, but
shall not be obligated to, enter into any such amendment which affects the
Eligible Lender Trustee's own rights, duties or immunities under these Master
Terms or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Sale Terms, the
Seller and the Interim Eligible Lender 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
Eligible Lender 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 Seller.
SECTION 19. ASSIGNMENT
As of the date hereof, the Seller and the Interim Eligible Lender Trustee
each hereby assigns to the Purchaser its entire right, title and interest as
purchaser and as the Interim Eligible Lender Trustee under (i) the SLM ECFC
Master Purchase Terms, and the VG Funding Master Purchase Terms (including the
contract rights in and to the SLM ECFC Purchase Agreement, as defined in the VG
Funding Master Purchase Terms) that have been assigned to the Seller by VG
Funding in the VG Funding Master Purchase Terms, and (ii) any Purchase Agreement
thereunder and acknowledges that the Purchaser and the Eligible Lender Trustee
on behalf of the Purchaser will assign the same, together with the right, title
and interest of the Purchaser and the Eligible Lender Trustee hereunder, to the
Indenture Trustee under the Indenture.
-23-
SECTION 20. GOVERNING LAW
These Master Sale Terms and any Sale 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.
-24-
IN WITNESS WHEREOF, the parties hereto have caused these Master Sale Terms
to be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SLM FUNDING LLC SLM STUDENT LOAN TRUST 2005-2
(Seller) (Purchaser)
by Chase Manhattan Bank USA, National
Association, not in its individual capacity
but solely as Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, not in its NATIONAL ASSOCIATION, not in its
individual capacity but solely as individual capacity but solely as Eligible
Interim Eligible Lender Trustee Lender Trustee
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
-25-
ATTACHMENT A
INITIAL SALE AGREEMENT
DATED AS OF FEBRUARY 15, 2005
SALE AGREEMENT NUMBER 1
Pursuant to the Master Terms (as defined below), each of the Chase
Manhattan Bank USA, National Association as Interim Eligible Lender Trustee (the
"Interim Eligible Lender Trustee") for the benefit of SLM Funding LLC (the
"Seller") and the Seller hereby offer for sale to Chase Manhattan Bank USA,
National Association, as the Eligible Lender Trustee on behalf of SLM Student
Loan Trust 2005-2 (the "Purchaser") the entire right, title and interest of the
Seller and the Interim Eligible Lender Trustee in the Loans described in the
Xxxx of Sale and Loan Transmittal Summary Form incorporated herein and, to the
extent indicated below, the Eligible Lender Trustee on behalf of the Purchaser
accepts the Seller's and the Interim Eligible Lender Trustee's offer. In order
to qualify as Eligible Loans, no payment of principal or interest shall be more
than two hundred and ten (210) days past due as of the Statistical Cutoff Date,
which shall be January 26, 2005.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, each of the Seller and the Interim
Eligible Lender Trustee for the benefit of the Seller hereby sells to the
Eligible Lender Trustee for the benefit of the Purchaser the entire right, title
and interest of the Seller and the Interim Eligible Lender Trustee in the
Initial Loans accepted for purchase, subject to all the terms and conditions of
the Sale Agreement Master Securitization Terms Number 1000 (the "Master Sale
Terms") and amendments, each incorporated herein by reference, among the Seller,
the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender
Trustee. The Initial Payment for the Initial Loans shall equal $1,980,674,548.81
(equal to $2,021,210,235.25 (representing the sale price of the Notes less
underwriters' discounts and fees), less $5,012,023 (representing the Reserve
Account Initial Deposit), less $5,205,000 (representing the Collection Account
Initial Deposit) and less $30,318,663.44 (representing the Supplemental Purchase
Account Initial Deposit).
This document shall constitute the Initial Sale 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, Eligible Loans, Initial Loans or Purchased Loans, as
applicable, shall be deemed to refer to the Loans governed by this Initial Sale
Agreement. The Seller hereby makes the representations and warranties set forth
in Sections 5(A) and (B) of the Master Sale Terms and makes such representations
and warranties with respect to the Initial Loans governed by this Initial Sale
Agreement.
Each of the Seller and the Interim Eligible Lender Trustee for the benefit
of the Seller authorizes the Eligible Lender Trustee for the benefit of the
Purchaser to use a copy of the Initial Xxxx of Sale, including the Loan
Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE
Form 1074) as official notification to the applicable Guarantor of assignment to
the
-1-
Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans
purchased pursuant hereto on the Closing Date.
The parties hereto intend that the transfer of Purchased Loans described
in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be
construed as, a valid sale of such Purchased Loans. However, in the event that
notwithstanding the intentions of the parties, such transfer is deemed to be a
transfer for security, then each of the Interim Eligible Lender Trustee and the
Seller hereby grants to the Eligible Lender Trustee on behalf of the Purchaser a
first priority security interest in and to all Purchased Loans described in the
Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan
in an amount equal to the Purchase Price of such Purchased Loans.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Initial Sale
Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
SLM FUNDING LLC SLM STUDENT LOAN TRUST 2005-2
--------------- -----------------------------
(Seller) (Purchaser)
by Chase Manhattan Bank USA, National
Association, not in its individual capacity
but solely as Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION,not in its NATIONAL ASSOCIATION, not in
individual capacity but solely its individual capacity but solely
as Interim Eligible Lender as Eligible Lender Trustee
Trustee
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
-3-
INITIAL SALE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED FEBRUARY 15, 2005
Chase Manhattan Bank USA, National Association as Interim Eligible Lender
Trustee for the benefit of SLM Funding LLC (the "Seller"), by execution of this
instrument, hereby endorses the attached promissory note which is one (1) of the
promissory notes (the "Notes") described in the Initial Xxxx of Sale dated the
date hereof executed by the Seller and the Interim Eligible Lender Trustee for
the benefit of the Seller in favor of Chase Manhattan Bank USA, National
Association as Eligible Lender Trustee on behalf of SLM Student Loan Trust
2005-2 (the "Purchaser"). This endorsement is in blank, unrestricted form and
without recourse except as provided in Section 6 of the Master Sale Terms
referred to in the Initial Sale Agreement among the Seller, the Purchaser, the
Interim Eligible Lender Trustee, and the Eligible Lender Trustee 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 Interim Eligible Lender Trustee for the
benefit of the Seller agrees to individually endorse each Note in the form
provided by the Purchaser as the Purchaser may from time to time require or if
such individual endorsement is required by the Guarantor of the Note.
THE SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS,
CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN
THE SALE AGREEMENT MASTER LOAN SECURITIZATION TERMS 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 INITIAL SALE AGREEMENT
("INITIAL SALE 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 INITIAL 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.
SELLER PURCHASER
--------------------------------------- --------------------------------------
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim Eligible capacity but solely as Eligible Lender
Lender Trustee for the Benefit of SLM Trustee on behalf of SLM Student
Funding LLC Loan Trust 2005-2
Lender Code: 833 253
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
(Signature of Authorized Officer) (Signature of Authorized
Signatory for the Purchaser)
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
Date of Purchase 15,2005
-2-
ATTACHMENT B
XXXX OF SALE DATED FEBRUARY 15, 2005
The undersigned SLM Funding LLC ("Seller") and Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of the
Seller under the Funding Interim Trust Agreement dated as of February 1, 2005
("Interim Eligible Lender Trustee"), for value received and pursuant to the
terms and conditions of Initial Sale Agreement Number 1 ("Initial Sale
Agreement") among the Seller, the Interim Eligible Lender Trustee, SLM Student
Loan Trust 2005-2 ("Purchaser") and Chase Manhattan Bank USA, National
Association as the Eligible Lender Trustee, do hereby sell, assign and convey to
the Eligible Lender Trustee on behalf of the Purchaser and its assignees all
right, title and interest of the Seller and the Interim Eligible Lender Trustee,
including the insurance interest of the Seller and the Interim Eligible Lender
Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071 et
seq.), that the Eligible Lender Trustee on behalf of the Purchaser has accepted
for purchase. The portfolio of Initial Loans accepted for purchase by the
Eligible Lender Trustee on behalf of the Purchaser and the effective date of
sale and purchase are described below and the individual accounts are listed on
the Schedule A attached hereto.
The Seller hereby makes the representations and warranties set forth in
Section 5 of the Sale Agreement Master Securitization Terms Number 1000
incorporated by reference in the Initial Sale Agreement. The Seller and the
Interim Eligible Lender Trustee authorize the Eligible Lender Trustee on behalf
of the Purchaser to use a copy of this document (in lieu of OE Form 1074) as
official notification to the Guarantor(s) of assignment to the Eligible Lender
Trustee on behalf of the Purchaser of the Initial Loans on the Closing Date.
LISTING OF LOANS ON FOLLOWING PAGE
-1-
CERTAIN OTHER LOAN CRITERIA
- Not in claims status, not previously rejected
- Not in litigation
- Last disbursement was on or before the Statistical Cutoff 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.
-2-
GUARANTORS:
American Student Assistance
Arizona Educational Loan Program
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Educational Credit Management Corporation of Virginia
Finance Authority of Maine
Florida Bureau of Student Financial Assistance
Georgia Higher Education Assistance Corporation
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kansas United Student Aid Funds
Kentucky Higher Education Assistance Authority
Louisiana Office of Student Financial Assistance
Maryland Higher Education Loan Corporation
Michigan Guaranty Agency
Mississippi Guaranteed Student Loan Agency
Missouri Student Loan Program
Montana Guaranteed Student Loan Program
Nevada Department of Education
New Jersey Office of Student Assistance
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma Guaranteed Student Loan Program
Oregon State Scholarship Commission
Pennsylvania Higher Education Assistance Agency
Rhode Island Higher Education Assistance Authority
South Dakota Education Assistance Corporation
State Student Assistance Commission of Indiana
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
Utah Higher Education Assistance Authority
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Initial Xxxx of
Sale to be duly executed by their respective officers hereunto duly authorized,
as of the day and year first above written.
SELLER PURCHASER
--------------------------------------- --------------------------------------
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim Eligible capacity but solely as Eligible Lender
Lender Trustee for the Benefit of SLM Trustee on behalf of SLM Student
Funding LLC Loan Trust 2005-2
Lender Code:___________________________
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
(Signature of Authorized Officer) (Signature of Authorized
Signatory for the Purchaser)
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
Date of Purchase 15,2005
-1-
ATTACHMENT C
ADDITIONAL SALE AGREEMENT NUMBER [ ]
Dated as of [ ], 2005
ADDITIONAL SALE AGREEMENT NUMBER [ ]
Each of Chase Manhattan Bank USA, National Association, as Interim
Eligible Lender Trustee (the "Interim Eligible Lender Trustee") for the benefit
of SLM Funding LLC (the "Seller") and the Seller hereby offer for sale to Chase
Manhattan Bank USA, National Association, as Eligible Lender Trustee on behalf
of SLM Student Loan Trust 2005-2 (the "Purchaser"), the entire right, title and
interest of the Seller and the Interim Eligible Lender Trustee in the Loans
described in the related Additional Xxxx of Sale and the related Loan
Transmittal Summary Form incorporated herein, and, to the extent indicated
below, the Eligible Lender Trustee on behalf of the Purchaser accepts the
Seller's and the Interim Eligible Lender Trustee's offer.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, each of the Seller and the Interim
Eligible Lender Trustee for the benefit of the Seller hereby sells to the
Eligible Lender Trustee for the benefit of the Purchaser the entire right, title
and interest of the Seller and the Interim Eligible Lender Trustee in the Loans
accepted for purchase, subject to all the terms and conditions of the Sale
Agreement Master Securitization Terms Number 1000, dated February 15, 2005 (the
"Master Sale Terms"), and any amendments thereto permitted by its terms,
incorporated herein by reference, among the Seller, the Purchaser, the Interim
Eligible Lender Trustee and the Eligible Lender Trustee. The applicable
Additional Loans Purchase Price shall be $[ ].
This document shall constitute an Additional Sale 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 Additional Loans or to Purchased Loans, as
applicable, shall be deemed to refer to the Additional Loans governed by this
Additional Sale Agreement. The Seller hereby makes the representations and
warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding
the Additional Loans described in the related Additional Xxxx of Sale and the
related Loan Transmittal Summary Form, as of the related Purchase Date.
Each of the Seller and the Interim Eligible Lender Trustee for the benefit
of the Seller authorizes the Eligible Lender Trustee for the benefit of the
Purchaser to use a copy of the related Additional Xxxx of Sale, including the
Loan Transmittal Summary Form attached to such Additional Xxxx of Sale (in lieu
of OE Form 1074), as official notification to the applicable Guarantors of
assignment to the Eligible Lender Trustee on behalf of the Purchaser of the
Loans purchased pursuant hereto on the Purchase Date.
The parties hereto intend that the transfer of Additional Loans described
in the related Additional Xxxx of Sale and related Loan Transmittal Summary Form
be, and be construed as, a
-2-
valid sale of such Purchased Loans. However, in the event that notwithstanding
the intention of the parties, such transfer is deemed to be a transfer for
security, then each of the Interim Eligible Lender Trustee and the Seller hereby
grants to the Eligible Lender Trustee for the benefit of the Purchaser a first
priority security interest in and to all Additional Loans described in the
related Additional Xxxx of Sale and related Loan Transmittal Summary Form to
secure a loan in an amount equal to the Purchase Price of such Purchased Loans.
IN WITNESS WHEREOF, the parties hereto have caused this Additional Sale
Agreement Number [ ] to be duly executed by their respective officers hereunto
duly authorized, as of the day and year first above written.
SELLER PURCHASER
--------------------------------------- --------------------------------------
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim Eligible capacity but solely as Eligible Lender
Lender Trustee for the Benefit of SLM Trustee on behalf of SLM Student
Funding LLC Loan Trust 2005-2
Lender Code: 833 253
By: _________________________________ By: __________________________________
(Signature of Authorized Officer) (Signature of Authorized Signatory
for the Purchaser)
Name: _______________________________ Name: ________________________________
Title: ______________________________ Title:________________________________
Date of Purchase: ____________________
-3-
ADDITIONAL SALE AGREEMENT NUMBER [ ]
[ ] BLANKET ENDORSEMENT DATED [ ], 2005
SLM Funding LLC (the "Seller"), by execution of this instrument, hereby endorses
the attached promissory note which is one (1) of the promissory notes (the
"Notes") described in the Additional Xxxx of Sale executed by the Seller in
favor of Chase Manhattan Bank USA, National Association, as the Interim Eligible
Lender Trustee for the benefit of SLM Student Loan Trust 2005-2 (the
"Purchaser"). This endorsement is in blank, unrestricted form and without
recourse except as provided in Section 6 of the Master Sale Terms referred to in
the Additional Sale Agreement among the Seller, the Purchaser, the Interim
Eligible Lender Trustee and the Eligible Lender Trustee which covers the
promissory note (the "Additional Sale Agreement").
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 Interim Eligible Lender Trustee for the
benefit of the Seller agrees to individually endorse each Note in the form
provided by the Purchaser as the Purchaser may from time to time require or if
such individual endorsement is required by the Guarantor of the Note.
THE SALE AND PURCHASE OF THE ADDITIONAL LOANS SHALL BE SUBJECT TO THE TERMS,
CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN
THE RELATED ADDITIONAL SALE AGREEMENT. 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 ADDITIONAL SALE AGREEMENT. THE SALE AND
PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO THE SELLER OF THE
ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY THE SELLER AND
FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE ADDITIONAL 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.
SELLER PURCHASER
--------------------------------------- --------------------------------------
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim Eligible capacity but solely as Eligible Lender
Lender Trustee for the Benefit of SLM Trustee on behalf of SLM Student
Funding LLC Loan Trust 2005-2
Lender Code: 833 253
By: ________________________________ By: ________________________________
(Signature of Authorized Officer) (Signature of Authorized Signatory
for the Purchaser)
Name: ______________________________ Name: _______________________________
Title: _____________________________ Title: ______________________________
Date of Purchase: ___________________
-2-
ATTACHMENT D
ADDITIONAL XXXX OF SALE
DATED [ ], 2005
The undersigned SLM Funding LLC (the "Seller") and Chase Manhattan Bank
USA, National Association as Interim Eligible Lender Trustee for the benefit of
the Seller under the Funding Interim Trust Agreement dated as of February 1,
2005 ("Interim Eligible Lender Trustee"), for value received and pursuant to the
terms and conditions of Additional Sale Agreement Number [ ] (the "Sale
Agreement") among the Seller, the Interim Eligible Lender Trustee, SLM Student
Loan Trust 2005-2 (the "Purchaser") and Chase Manhattan Bank USA, National
Association, as the Eligible Lender Trustee, does hereby sell, assign and convey
to the Eligible Lender Trustee for the benefit of the Purchaser and its
assignees all right, title and interest of the Seller and the Interim Eligible
Lender Trustee, including the insurance interest of the Seller under the Federal
Family Education Loan Program (20 U.S.C. 1071 et seq.), that the Eligible Lender
Trustee for the benefit of the Purchaser has accepted for purchase. The
portfolio of Additional Loans accepted for purchase by the Eligible Lender
Trustee for the benefit of the Purchaser and the effective date of sale and
purchase are described below and the individual accounts are listed on the
Schedule A attached hereto.
The Seller hereby makes the representations and warranties set forth in
Sections 5(A) and 5(B) of the Sale Agreement Master Securitization Terms Number
1000 incorporated by reference in the Additional Sale Agreement related hereto.
The Seller and the Interim Eligible Lender Trustee authorize the Eligible Lender
Trustee on behalf of the Purchaser to use a copy of this document (in lieu of OE
Form 1074) as official notification to the applicable Guarantor(s) of assignment
to the Eligible Lender Trustee for the benefit of the Purchaser of the portfolio
of Additional Loans accepted for purchase, on the date of purchase.
LISTING OF LOANS ON FOLLOWING PAGE
CERTAIN OTHER LOAN CRITERIA
- Not in claims status, not previously rejected
- Not in litigation
- Last disbursement was on or before the related Cutoff Date
- Loan is not swap-pending
*Based upon the Seller's estimated calculations, which may be adjusted upward or
downward based upon the Seller's reconciliation.
** Includes interest to be capitalized.
GUARANTOR(S):
[TO BE PROVIDED]
N WITNESS WHEREOF, the parties hereto have caused this Additional Xxxx of Sale
to be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SELLER PURCHASER
--------------------------------------- --------------------------------------
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim Eligible capacity but solely as Eligible Lender
Lender Trustee for the Benefit of SLM Trustee on behalf of SLM Student
Funding LLC Loan Trust 2005-2
Lender Code: _______________________
By: ________________________________ By: ________________________________
(Signature of Authorized Officer) (Signature of Authorized Signatory
for the Purchaser)
Name: ______________________________ Name: ______________________________
Title: _____________________________ Title: _____________________________
Date of Purchase: __________________
Annex I
LOAN TRANSMITTAL SUMMARY FORM
Principal Balance
Additional Loans as of the related Subsequent Cutoff Date Purchase Price
---------------- ----------------------------------------- --------------
