Exhibit 99.3
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000 ("Master
Terms") dated as of ____________ ___, 200__ among SLM Education Credit Funding
LLC ("Funding"), [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 Funding under the Interim Trust
Agreement dated as of ___________ ___, 200__ between Funding and the Interim
Eligible Lender Trustee,] and SLM Education Credit Management Corporation ("SLM
Education Credit"), shall be effective upon execution by the parties hereto.
References to Funding herein mean the Interim Eligible Lender Trustee for all
purposes involving the holding or transferring of legal title to the Eligible
Loans.
WHEREAS, SLM Education Credit is the owner of certain student loans
guaranteed under the Higher Education Act;
WHEREAS, SLM Education Credit may desire to sell its interest in such loans
from time to time and Funding may desire to purchase such loans from SLM
Education Credit;
[WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal
title to, and serve as eligible lender trustee with respect to, such loans on
behalf of Funding;]
NOW, THEREFORE, in connection with the mutual promises contained herein,
the parties hereto agree as follows:
SECTION 1. TERMS
These Master Terms establish the terms under which SLM Education Credit may
sell and Funding (and with respect to legal title, the Interim Eligible Lender
Trustee on behalf of Funding) may purchase the Loans (and all obligations of the
Borrowers thereunder) specified on each Purchase Agreement as the parties may
execute from time to time pursuant to these Master Terms. Each such Purchase
Agreement shall be substantially in the form of Attachment A hereto,
incorporating by reference the terms of these Master Terms, and shall be a
separate agreement among SLM Education Credit[, and] Funding, [and the Interim
Eligible Lender Trustee on behalf of Funding] with respect to the Loans covered
by the terms of such Purchase Agreement. If the terms of a Purchase Agreement
conflict with the terms of these Master Terms, the terms of such Purchase
Agreement shall supersede and govern.
SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein shall have the
definitions set forth in Appendix A hereto.
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) "Xxxx of Sale" means that document executed by an authorized officer of
SLM Education Credit which shall set forth the Loans offered by SLM
Education Credit and accepted for purchase by the Interim Eligible Lender
Trustee for the benefit of Funding and which shall sell, assign and convey
to the Interim Eligible Lender Trustee for the benefit of Funding and its
assignees all rights, title and interest of SLM Education Credit in the
Loans listed on the Xxxx of Sale and will certify that the representations
and warranties made by SLM Education Credit pursuant to Section 5(A) of
these Master Terms are true and correct.
(C) "Borrower" means the obligor on a Loan.
(D) "Consolidation Loan" means a Loan made pursuant to and in full
compliance with Section 428C of the Higher Education Act.
(E) "Cutoff Date" means __________ ___, 200__ and, with respect to
subsequent sales hereunder, a date agreed to by SLM Education Credit and
Funding to use in determining the Principal Balance and accrued interest to
be capitalized for purposes of completing the Loan Transmittal Summary
Form.
(F) "Delinquent" means the period any payment of principal or interest due
on the Loan is overdue.
(G) "Eligible Loan" means a Loan offered for sale by SLM Education Credit
under the Purchase Agreement which as of the Cutoff Date is current or no
more Delinquent than permitted under the Purchase Agreement in payment of
principal or interest and which meets the following criteria as of the
effective date of the Xxxx of Sale:
(i) is a Xxxxxxxx Loan, and is not a Consolidation Loan, a PLUS Loan
or an SLS Loan;
(ii) is owned by SLM Education Credit 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;
(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 supported by the following documentation:
(a) for each Loan:
1. loan application, and any supplement thereto,
2. original promissory note and any addendum thereto or a
certified copy thereof if more than one loan is represented
by a single promissory note and all loans so represented
are not being sold at the same time,
3. evidence of guarantee,
4. any other document and/or record which Funding may be
required to retain pursuant to Regulations; and
(b) for each Loan only if applicable:
1. 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 Cutoff Date
and (ii) an accounting of the allocation of all payments by
Borrower or on Borrower's behalf to principal and interest
on the Loan,
2. documentation which supports periods of current or past
deferment or past forbearance,
3. a collection history, if the Loan was ever in a delinquent
status, including detailed summaries of contacts and
including the addresses or telephone numbers used in
contacting or attempting to contact Borrower and any
endorser and, if required by the Guarantor, copies of all
letters and other correspondence relating to due diligence
processing,
4. evidence of all requests for skip-tracing assistance and
current address of Borrower, if located,
5. evidence of requests for pre-claims assistance, and
evidence that the Borrower's school(s) have been notified,
6. a record of any event resulting in a change to or
confirmation of any data in the Loan file.
(H) "Excess Distribution Certificate" means the certificate, substantially
in the form of Exhibit C to the Trust Agreement, evidencing the right to
receive payments thereon as set forth in Sections 2.8.1C.1(F) (ii) and
2.8.2B.2 of the Administration Agreement.
(I) "Initial Payment" means the dollar amount specified in the applicable
Purchase Agreement.
(J) "Loan" means the Note or Notes offered for sale pursuant to the
Purchase Agreement and related documentation together with any guaranties
and other rights relating thereto including, without limitation, Interest
Subsidy Payments and Special Allowance Payments.
(K) "Loan Transmittal Summary Forms" means the forms provided to SLM
Education Credit by Funding and completed by SLM Education Credit which
list, by Borrower, the Loans subject to the Xxxx of Sale and the
outstanding Principal Balance and accrued interest thereof as of the Cutoff
Date.
(L) "Note" means the promissory note of the Borrower and any amendment
thereto evidencing the Borrower's obligation with regard to a student loan
guaranteed under the Higher Education Act.
(M) "PLUS Loan" means a Loan that was made pursuant to the PLUS Program
established under Section 428B of the Higher Education Act (or predecessor
provisions).
(N) "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).
(O) "Purchase Agreement" means a Purchase Agreement (including any
attachments thereto), substantially in the form of Attachment A hereto, of
which these Master Terms form a part by reference.
(P) "Purchase Price" means the Initial Payment, the Excess Distribution
Certificate and any amounts payable to SLM Education Credit under section
3(E) hereof.
(Q) "Sale Agreement" means the Sale Agreement Master Securitization Terms
Number 1000 among SLM Education Credit Funding LLC, as the Seller, Chase
Manhattan Bank USA, National Association as Interim Eligible Lender Trustee
and Eligible Lender Trustee.
(R) "Secretary" means the United States Secretary of Education or any
successor.
(S) "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.
(T) "Xxxxxxxx Loans" mean Subsidized Xxxxxxxx Loans and Unsubsidized
Xxxxxxxx Loans.
(U) "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.
(V) "Unsubsidized Xxxxxxxx Loan" means a Loan made pursuant to Section 428H
of the Higher Education Act.
SECTION 3. SALE/PURCHASE
(A) Consummation of Sale and Purchase
The sale and purchase of Eligible Loans pursuant to a Purchase
Agreement shall be consummated upon Funding's receipt from SLM Education
Credit of the Xxxx of Sale and the payment by Funding to SLM Education
Credit of the Initial Payment and the assignment to SLM Education Credit of
the Excess Distribution Certificate, and when consummated such sale and
purchase shall be effective as of the date of the Xxxx of Sale.
SLM Education Credit and Funding shall use their best efforts to perform
promptly their respective obligations pursuant to such Purchase Agreement.
(B) Settlement of the Initial Payment
Funding on the date of the Xxxx of Sale shall pay SLM Education Credit
the Initial Payment by wire transfer of immediately available funds to the
account specified by SLM Education Credit.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
On the Closing Date, SLM Education Credit shall be entitled to all
Interest Subsidy Payments and Special Allowance Payments on the Loans and
shall be responsible for the payment of any rebate fees applicable to the
Consolidation Loans subject to each Xxxx of Sale accruing up to but not
including the Closing Date. The Interim Eligible Lender Trustee on behalf
of] Funding shall be entitled to all Special Allowance Payments and
Interest Subsidy Payments and shall be responsible for the payment of any
rebate fees accruing from the Closing Date.
(D) Special Programs
In consideration of the sale of the Eligible Loans under these Master
Terms and each Purchase Agreement, Funding agrees to cause the Servicer to
offer borrowers of Trust Student Loans all special programs, whether or not
in existence as of the date of any Purchase Agreement, generally offered to
the obligors of comparable loans owned by SLM Education Credit subject to
terms and conditions of Section 3.12 of the Servicing Agreement.
(E) Additional Payments
If the Trust Student Loans are purchased by Funding pursuant to
Section 6.1A of the Administration Agreement, Funding shall pay to SLM
Education Credit the present value of the excess of the projected future
yield on the Trust Student Loans after the date of such purchase over the
projected cost to Funding of carrying the Trust Student Loans as reasonably
estimated by Funding assuming (1) that interest rates applicable to the
Trust Student Loans in effect on the date of such purchase remain in
effect, (2) that the cost to Funding of carrying the Trust Student Loans is
equal to the blended rate on the Notes on the date of such purchase, (3)
that the servicing costs and loss experience applicable to the Trust
Student Loans during the one year period preceding such purchase continue
during the remaining life of the Trust Student Loans and (4) a discount
rate equal to the blended rate on the Notes on the date of such purchase.
If the Trust Student Loans are
sold pursuant to the auction provision in Section 4.4 of the Indenture,
Funding shall pay to SLM Education Credit the amount, if any, by which the
sale price exceeds the Minimum Purchase Amount and any costs of terminating
the Trust. Funding shall also be obligated to pay SLM Education Credit, in
the event that the provisions of Section 2.8.1C.1(E) of the Administration
Agreement are operative, upon payment in full of the Notes to the extent of
amounts then distributable by the Trust to Funding, the aggregate amount
that would have been distributed on the Excess Distribution Certificate
pursuant to Section 2.8.1C.1(F)(ii) of the Administration Agreement but for
the operation of Section 2.8.1C.1(E) of the Administration Agreement.
SECTION 4. CONDITIONS PRECEDENT TO PURCHASE
(A) Activities Prior to the Purchase Date
SLM Education Credit shall provide any assistance requested by Funding
in determining that all required documentation on the Loans is present and
correct.
(B) Continued Servicing
Following the execution of each Purchase Agreement, SLM Education
Credit shall service, or cause to be serviced, all Loans subject to such
Purchase Agreement as required under the Higher Education Act until the
date of the Xxxx of Sale.
(C) Xxxx of Sale/Loan Transmittal Summary Form
SLM Education Credit shall deliver to Funding:
(i) a Xxxx of Sale executed by an authorized officer of SLM Education
Credit, covering Loans offered by SLM Education Credit and accepted by
Funding as set forth thereon, selling, assigning and conveying to the
Interim Eligible Lender Trustee on behalf of Funding and its assignees
all right, title and interest of SLM Education Credit, including the
insurance interest of SLM Education Credit, in each of the Loans, and
stating that the representations and warranties made by SLM Education
Credit in Section 5 of these Master 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
SLM Education Credit shall provide a blanket endorsement transferring
the entire interest of SLM Education Credit in the Loans to the Interim
Eligible Lender Trustee on behalf of Funding with the form of endorsement
provided for in the Purchase Agreement.
At the direction of and in such form as Funding may designate, SLM
Education Credit also agrees to individually endorse any Eligible Loan as
Funding may request from time to time.
(E) Officer's Certificate
SLM Education Credit shall furnish to Funding, with each Xxxx of Sale
provided in connection with each purchase of Loans pursuant to these Master
Terms, an Officer's Certificate, dated as of the date of such Xxxx of Sale.
(F) Loan Transfer Statement
Upon Funding's request, SLM Education Credit shall deliver to Funding
one (1) or more Loan Transfer Statements (Department of Education Form OE
1074 or its equivalent) provided by Funding, executed by SLM Education
Credit and dated the date of the Xxxx of Sale. SLM Education Credit agrees
that Funding and the Interim Eligible Lender Trustee may use the Xxxx of
Sale, including the Loan Transmittal Summary Form attached to the Xxxx of
Sale, in lieu of OE Form 1074, as official notification to the Guarantor of
the assignment by SLM Education Credit to the Interim Eligible Lender
Trustee on behalf of Funding of the Loans listed on the Xxxx of Sale.
(G) Power of Attorney
SLM Education Credit hereby grants to Funding and the Interim Eligible
Lender Trustee for the benefit of Funding 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 SLM Education
Credit any Eligible Loan to evidence the transfer of such Eligible Loan to
Funding and the Interim Eligible Lender Trustee for the benefit of Funding
and to cause to be transferred physical possession of any Note from SLM
Education Credit or the Servicer to Funding or the Interim Eligible Lender
Trustee or any custodian on their behalf.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF SLM EDUCATION CREDIT AND INTERIM
ELIGIBLE LENDER TRUSTEE
(A) General
SLM Education Credit represents and warrants to Funding that with
respect to a portfolio of Loans, as of the date of each Purchase Agreement and
Xxxx of Sale:
(i) SLM Education Credit 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) SLM Education Credit is duly organized and existing under the
laws of the applicable jurisdiction;
(iii) SLM Education Credit has all requisite power and authority to
enter into and to perform the terms of the Purchase Agreement; and
(iv) SLM Education Credit will not, with respect to any Loan
purchased under Purchase Agreements executed pursuant to these Master
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
Funding.
(B) Particular
SLM Education Credit represents and warrants to Funding as to the
Loans purchased by Funding under each Purchase Agreement and each Xxxx of
Sale executed pursuant these Master Terms that:
(i) SLM Education Credit has good and marketable title to, and is
the sole owner of, the Loans, free and clear of all security
interests, liens, charges, claims, offsets, defenses, counterclaims or
encumbrances of any nature and no right of rescission, offsets,
defenses or counterclaims have been asserted or threatened with
respect to the Loans;
(ii) This Agreement creates a valid and continuing security interest
(as defined in the applicable UCC) in the Loans in favor of the
Eligible Lender Trustee, which
security interest is prior to all other security interests, liens, charges,
claims, offsets, defenses, counterclaims or encumbrances, and is
enforceable as such as against creditors of and purchasers from the Interim
Eligible Lender Trustee and the Seller;
(iii) The Loans constitute "instruments" within the meaning of the
applicable UCC and are within the coverage of Sections 432(m)(1)(E) and
439(d)(3) of the Higher Education Act;
(iv) The Loans are Eligible Loans and the description of the Loans set
forth in the Purchase Agreement is true and correct;
(v) SLM Education Credit is authorized to sell, assign, transfer and
repurchase the Loans; and the sale, assignment and transfer of such Loans
is or, in the case of a Loan repurchase by SLM Education Credit, will be
made pursuant to and consistent with the laws and regulations under which
SLM Education Credit operates, and will not violate any decree, judgment or
order of any court or agency, or conflict with or result in a breach of any
of the terms, conditions or provisions of any agreement or instrument to
which SLM Education Credit is a party or by which SLM Education Credit or
its property is bound, or constitute a default (or an event which could
constitute a default with the passage of time or notice or both)
thereunder;
(vi) The Loans are each in full force and effect in accordance with their
terms and are legal, valid and binding obligations of the respective
Borrowers thereunder subject to no defenses (except the defense of
infancy);
(vii) No consents and approvals are required by the terms of the Loans to
the sale of the Loans hereunder to the Eligible Lender Trustee;
(viii) Each Loan has been duly made and serviced in accordance with the
provisions of the Federal Family Education Loan Program established under
the Higher Education Act, and has been duly insured by a Guarantor; such
guarantee is in full force and effect and is freely transferable to the
Interim Eligible Lender Trustee on behalf of Funding as an incident to the
purchase of each Loan; and all premiums due and payable to such Guarantor
shall have been paid in full as of the date of the Xxxx of Sale;
(ix) Any payments on the Loans received by SLM Education Credit which
have been allocated to reduction of principal and interest on such Loans
have been allocated on a simple interest basis; the information with
respect to the Loans as
of the Cutoff Date as stated on the Loan Transmittal Summary Form is true
and correct;
(x) Due diligence and reasonable care have been exercised in the making,
administering, servicing and collecting the Loans and, with respect to any
Loan for which repayment terms have been established, all disclosures of
information required to be made pursuant to the Higher Education Act have
been made;
(xi) All origination fees authorized to be collected pursuant to Section
438 of the Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance with the
provisions of all applicable federal and state laws;
(xiii) No Loan is more than one hundred and twenty (120) days delinquent as
of the Cutoff Date and no default, breach, violation or event permitting
acceleration under the terms of any Loan has arisen; and neither SLM
Education Credit 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 SLM Education Credit, the Interim Eligible
Lender Trustee and Funding, and SLM Education Credit hereby warrants that,
the transfer and assignment herein contemplated constitute a valid sale of
the Loans from SLM Education Credit to the Interim Eligible Lender Trustee
on behalf of Funding and that the beneficial interest in and title to such
Loans not be part of SLM Education Credit's estate in the event of the
bankruptcy of SLM Education Credit or the appointment of a receiver with
respect to SLM Education Credit;
(xv) The Eligible Lender Trustee and the Seller have caused or will have
caused, within ten days, the filing of all appropriate financing statements
in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the security interest in the Loans
granted to the Eligible Lender Trustee hereunder;
(xvi) There is only one original executed copy of the promissory note
evidencing each Loan. The Eligible Lender Trustee has in its possession a
copy of the endorsement and Loan Transmittal Summary Form identifying the
Notes that constitute or evidence the Loans. The Notes that constitute or
evidence the Loans do not have any marks or notations indicating that they
have been pledged, assigned or otherwise conveyed to any Person other than
the 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 Loans. The Seller and the
Interim Eligible Lender Trustee have not authorized the filing of and are
not aware of any financing statements against the Seller or the Interim
Eligible Lender Trustee that include a description of collateral covering
the Loans other than any financing statement relating to the security
interest granted to the Eligible Lender Trustee hereunder or that has been
terminated. The Seller and the Interim Eligible Lender Trustee are not
aware of any judgment or tax lien filings against the Seller or the Interim
Eligible Lender Trustee; and
(xviii) No Borrower of any Loan as of the Cutoff Date is noted in the
related Loan File as being currently involved in a bankruptcy proceeding.
(C) The Interim Eligible Lender Trustee represents and warrants that as of the
date of each Purchase Agreement and each Xxxx of Sale:
(i) The Interim Eligible Lender Trustee is duly organized and validly
existing in good standing under the laws of its governing jurisdiction and has
an office located within the State of Delaware. It has all requisite corporate
power and authority to execute, deliver and perform its obligations under this
Purchase Agreement;
(ii) The Interim Eligible Lender Trustee has taken all corporate action
necessary to authorize the execution and delivery by it of the Purchase
Agreement, and the Purchase Agreement will be executed and delivered by one of
its officers who is duly authorized to execute and deliver the Purchase
Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of the Purchase
Agreement, nor the consummation by it of the transactions contemplated hereby
nor compliance by it with any of the terms or provisions hereof will contravene
any Federal or Delaware state law, governmental rule or regulation governing the
banking or trust powers of the Interim Eligible Lender Trustee or any judgment
or order binding on it, or constitute any default under its charter documents or
by-laws or any indenture, mortgage, contract, agreement or instrument to which
it is a party or by which any of its properties may be bound; and
(iv) The Interim 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 the Purchase 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. PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
Each party to this Agreement shall give notice to the other parties
promptly, in writing, upon the discovery of any breach of SLM Education Credit's
representations and warranties made pursuant to Section 5 hereof which has a
materially adverse effect on the interest of Funding in any Trust Student Loan.
In the event of such a material breach which is not curable by reinstatement of
the Guarantor's guarantee of such Trust Student Loan, SLM Education Credit 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 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, SLM Education
Credit shall purchase such Trust Student Loan not later than the sixtieth day
following the end of such 360-day period. SLM Education Credit shall also remit
as provided in Section 2.6 of the Administration Agreement on the date of
purchase of any Trust Student Loan pursuant to this Section 6 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
Xxxxxxx 0, XXX Education Credit shall remit the Purchase Amount in the manner
specified in Section 2.6 of the Administration Agreement.
In addition, if any breach of Section 5 hereof by SLM Education Credit does
not trigger such purchase obligation but does result in the refusal by a
Guarantor to guarantee all or a portion of the accrued interest (or any
obligation of Funding to repay such interest to a Guarantor), or the loss
(including any obligation of Funding to repay the Department) of Interest
Subsidy Payments and Special Allowance Payments, with respect to any Trust
Student Loan affected by such breach, then SLM Education Credit shall reimburse
Funding 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 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 SLM Education Credit 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, SLM Education Credit shall not be required to reimburse
Funding 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 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 SLM Education Credit or the Servicer, exceeds 1% of the Pool Balance,
SLM Education Credit (and the Servicer as provided in the Servicing Agreement)
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 SLM Education Credit and the Servicer
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) with
Trust Student Loans with the earliest such date to be purchased first.
In lieu of repurchasing Trust Student Loans pursuant to this Xxxxxxx 0, XXX
Education Credit 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, Subsidized Xxxxxxxx,
Consolidation (pre-1993 vs. post-1993), PLUS or SLS),
(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 Xxxxxxx 0, XXX
Education Credit shall make a reasonable determination that the Eligible Loans
to be substituted will not have a material adverse effect on the Noteholders.
In the event that SLM Education Credit elects to substitute Eligible Loans
pursuant to this Xxxxxxx 0, XXX Education Credit 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. SLM Education Credit 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. The sole remedy of Funding, the Eligible Lender
Trustee and the Noteholders with respect to a breach by SLM Education Credit
pursuant to Section 5 hereof shall be to require SLM Education Credit to
purchase Trust Student Loans, to reimburse Funding as provided above or to
substitute Student Loans pursuant to this Section. 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 SLM Education Credit with respect to amounts
accrued after the Date of the Xxxx of Sale for any Loan sold to Funding,
which payment is not reflected in the Loan Transmittal Summary Form, shall
be received by SLM Education Credit in trust for the account of Funding and
SLM Education Credit hereby disclaims any title to or interest in any such
amounts. Within two (2) business days following the date of receipt, SLM
Education Credit shall remit to Funding an amount equal to any such
payments on a list provided by Funding identifying the Loans with respect
to which such payments were made, the amount of each such payment and the
date each such payment was received.
(B) Any written communication received at any time by SLM Education Credit
with respect to any Loan subject to this Purchase Agreement shall be
transmitted by SLM Education Credit to 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 SLM EDUCATION CREDIT
SLM Education Credit shall provide all reasonable assistance necessary for
Funding 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 period SLM Education Credit
owned the Loan, or (b) a payment made or alleged to have been made to SLM
Education Credit. Further, SLM Education Credit agrees to execute any financing
statements at the request of Funding in order to reflect Funding's interest in
the Loans.
SECTION 9. LIABILITY OF SLM EDUCATION CREDIT; INDEMNITIES
SLM Education Credit shall be liable in accordance herewith only to the
extent of the obligations specifically undertaken by SLM Education Credit under
this Purchase Agreement.
(i) SLM Education Credit shall indemnify, defend and hold harmless
Funding and the Interim 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 Interim
Eligible Lender Trustee), including any sales, gross receipts, general
corporation, tangible personal property, privilege or license taxes (but,
in the case of Funding, not including any taxes asserted with respect to,
and as of the date of, the sale of the Loans to the Interim Eligible Lender
Trustee on behalf of Funding, or asserted with respect to ownership of the
Trust Student Loans) and costs and expenses in defending against the same.
(ii) SLM Education Credit shall indemnify, defend and hold harmless
Funding and the Interim Eligible Lender Trustee in its individual capacity,
and the officers, directors, employees and agents of Funding, and the
Interim 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, SLM Education Credit's willful
misfeasance, bad faith or gross negligence in the performance of its duties
under the Purchase Agreement, or by reason of reckless disregard of its
obligations and duties under the Purchase Agreement.
(iii) SLM Education Credit shall be liable as primary obligor for, and
shall indemnify, defend and hold harmless the Interim 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 Purchase 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 Interim 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 Interim Eligible Lender
Trustee, (b) shall arise from any breach by the Interim Eligible Lender
Trustee of its covenants made under any of the Basic Documents; or (c)
shall arise from the breach by the Interim Eligible Lender Trustee of any
of its representations or warranties made in its individual capacity set
forth in these Master Terms or any Purchase Agreement. In the event of any
claim, action or proceeding for which indemnity will be sought pursuant to
this paragraph, the Interim Eligible Lender Trustee's choice of legal
counsel shall be subject to the approval of SLM Education Credit, which
approval shall not be unreasonably withheld.
Indemnification under this Section shall survive the resignation or removal
of the Interim Eligible Lender Trustee and the termination of these Master
Terms, and shall include reasonable fees and expenses of counsel and expenses of
litigation. If SLM Education Credit shall have made any indemnity payments
pursuant to this Section and the Person to or on behalf of whom such payments
are made thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to SLM Education Credit, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF
SLM EDUCATION CREDIT
Any Person (a) into which SLM Education Credit may be merged or
consolidated, (b) which may result from any merger or consolidation to which SLM
Education Credit shall be a party or (c) which may succeed to the properties and
assets of SLM Education Credit substantially as a whole, shall be the successor
to SLM Education Credit without the execution or filing of any document or any
further act by any of the parties to this Purchase Agreement; provided, however,
that SLM Education Credit 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 SLM Education Credit, executes an agreement of
assumption to perform every obligation of SLM Education Credit under the
Purchase Agreement, (ii) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 5 shall have been breached,
(iii) the surviving Person, if other than SLM Education Credit, shall have
delivered to the Interim 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 this Purchase Agreement 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 SLM
Education Credit is not the surviving entity, SLM Education Credit shall have
delivered to the Interim 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 Funding and the Interim Eligible Lender
Trustee in the Loans and reciting the details of such filings, or (B) stating
that, in the opinion of such counsel, no such action shall be necessary to
preserve and protect such interests.
SECTION 11. LIMITATION ON LIABILITY OF SLM EDUCATION CREDIT AND OTHERS
SLM Education Credit 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 SLM Education Credit's obligations under Section 6). SLM Education
Credit 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
Terms or any Purchase Agreement, and that in its opinion may involve it in any
expense or liability. Except as provided herein, the repurchase (or
substitution) and reimbursement obligations of SLM Education Credit will
constitute the sole remedy available to Funding for uncured breaches; provided,
however, that the information with respect to the Loans listed on the Xxxx of
Sale may be adjusted in the ordinary course of business subsequent to the date
of the Xxxx of Sale and to the extent that the aggregate Principal Balance of
the Loans listed on the Xxxx of Sale is less than the aggregate Principal
Balance stated on the Xxxx of Sale, SLM Education Credit shall remit such amount
to the Interim Eligible Lender Trustee on behalf of Funding. Such reconciliation
payment shall be made from time to time but no less frequently than
semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER
Notwithstanding anything contained herein to the contrary, these Master
Terms and any Purchase Agreement have been signed by Chase Manhattan Bank USA,
National Association not in its individual capacity but solely in its capacity
as Interim Eligible Lender Trustee for Funding 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 Funding, under these Master Terms or any Purchase 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 Funding.
SECTION 13. EXPENSES
Except as otherwise provided herein, each party to these Master Terms or
any Purchase Agreement shall pay its own expense incurred in connection with the
preparation, execution and
delivery of these Master Terms and any Purchase 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 any Purchase Agreements executed pursuant to these Master
Terms shall survive the consummation of the purchase of the Loans provided for
in each Purchase Agreement. All covenants, agreements, representations and
warranties made or furnished pursuant hereto by or on behalf of SLM Education
Credit shall bind and inure to the benefit of any successors or assigns of
Funding and shall survive with respect to each Loan. Each Purchase Agreement
supersedes all previous agreements and understandings between Funding and SLM
Education Credit with respect to the subject matter thereof. These Master Terms
and any Purchase Agreement may be changed, modified or discharged, and any
rights or obligations hereunder may be waived, only by a written instrument
signed by a duly authorized officer of the party against whom enforcement of any
such waiver, change, modification or discharge is sought. The waiver by Funding
of any covenant, agreement, representation or warranty required to be made or
furnished by SLM Education Credit or the waiver by Funding of any provision
herein contained or contained in any Purchase Agreement shall not be deemed to
be a waiver of any breach of any other covenant, agreement, representation,
warranty or provision herein contained, nor shall any waiver or any custom or
practice which may evolve between the parties in the administration of the terms
hereof or of any Purchase Agreement, be construed to lessen the right of Funding
to insist upon the performance by SLM Education Credit 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 SLM Education Credit or Funding, as the
case may be, addressed as set forth in the Purchase Agreement or at such other
address as either party may hereafter designate by notice to the other party.
Notice given in any such communication, mailed to SLM Education Credit or
Funding 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
Terms and any Purchase Agreement, and all proceedings to be taken in connection
with these Master Terms and any Purchase Agreement and the transactions
contemplated herein and therein, shall be in a form
as set forth in the attachments hereto, and Funding 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 Terms and any Purchase Agreement may be amended by the parties
thereto without the consent of the related Noteholders for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of such Master Terms and Purchase Agreements or of modifying in any manner the
rights of such Noteholders; provided that such action will not, in the opinion
of counsel satisfactory to the related Indenture Trustee , materially and
adversely affect the interest of any such Noteholder.
In addition, these Master Terms and any Purchase Agreement may also be
amended from time to time by SLM Education Credit, the Interim Eligible Lender
Trustee and Funding, with the consent of the Noteholders of Notes evidencing a
majority of the Outstanding Amount of the Notes, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
these Master Terms or any Purchase Agreements or of modifying in any manner the
rights of the Noteholders; provided, however, that no such amendment shall (a)
increase or reduce in any manner the amount of, or accelerate or delay the time
of, collections of payments with respect to Loans or distributions that shall be
required to be made for the benefit of the Noteholders or (b) reduce the
aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of
which are required to consent to any such amendment, without the consent of all
outstanding Noteholders.
Promptly after the execution of any such amendment or consent (or, in the
case of the Rating Agencies, five Business Days prior thereto), the Interim
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 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 Terms, the Interim
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
this Agreement and the Opinion of Counsel referred to in Section 7.1 I(i) of the
Administration Agreement. The Interim Eligible Lender Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Interim
Eligible Lender Trustee's own rights, duties or immunities under this Agreement
or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Terms SLM Education
Credit and the Interim Eligible Lender Trustee shall not acquiesce, petition or
otherwise invoke or cause Funding to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
Funding under any Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignees, trustee, custodian, sequestrator
or other similar official of Funding or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Funding.
SECTION 19. GOVERNING LAW
These Master Terms and any Purchase Agreement shall be government 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.
SLM EDUCATION CREDIT MANGEMENT SLM EDUCATION CREDIT FUNDING
CORPORATION LLC
(Seller) (Purchaser)
By: ___________________________ By: _____________________________
Name: _________________________ Name: ___________________________
Title: ________________________ Title: __________________________
[CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: ___________________________
Name: _________________________
Title: ________________________]
PURCHASE AGREEMENT
Dated as of _____________ __, 200__
PURCHASE AGREEMENT NUMBER 1
SLM Education Credit hereby offers for sale to [Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of] SLM
Education Credit Funding LLC ("Funding") [under the Interim Trust Agreement
dated as of _____________ __, 200__between Funding and the Interim Eligible
Lender Trustee,] the entire right, title and interest of SLM Education Credit in
the Loans described in the Xxxx of Sale and Loan Transmittal Summary Form
incorporated herein and, to the extent indicated below, the Interim Eligible
Lender Trustee for the benefit of Funding accepts SLM Education Credit's offer.
In order to qualify as Eligible Loans, no payment of principal or interest shall
be more than one hundred and twenty (120) days Delinquent as of the Cutoff Date
which date shall be _____________ __, 200__.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, SLM Education Credit hereby sells
to the Interim Eligible Lender Trustee for the benefit of Funding the entire
right, title and interest of SLM Education Credit in the Loans accepted for
purchase, subject to all the terms and conditions of the Purchase Agreement
Master Securitization Terms Number 1000 ("Master Terms") and any amendments
thereto, incorporated herein by reference, among SLM Education Credit[, and]
Funding[, and the Interim Eligible Lender Trustee]. The Initial Payment of the
Loans shall equal $_____________ (equal to $_____________ (representing the sale
price of the Securities less underwriters' commissions and fees) less
$_____________ (representing the Reserve Account Initial Deposit) less
$_____________ (representing the Capitalized Interest Account Initial Deposit)).
This document shall constitute a Purchase Agreement as referred to in the
Master Terms and, except as modified herein, each term used herein shall have
the same meaning as in the Master Terms. All references in the Master Terms to
Loans or Eligible Loans shall be deemed to refer to the Loans governed by this
Purchase Agreement. SLM Education Credit hereby makes, as of the date hereof,
all the representations and warranties contained in the Master Terms and makes
such representations and warranties with respect to the Loans governed by this
Purchase Agreement.
SLM Education Credit authorizes the Interim Eligible Lender Trustee for the
benefit of Funding to use a copy of the Xxxx of Sale, including the Loan
Transmittal Summary Form attached to the Xxxx of Sale (in lieu of OE Form 1074),
as official notification to the Guarantor of assignment to the Interim Eligible
Lender Trustee on behalf of Funding of the Loans on the date of purchase.
The parties hereto intend that the transfer of Loans described in the Xxxx
of Sale and Loan Transmittal Summary Form be, and be construed as, a valid sale
of such Loans from SLM Education Credit to the Interim Eligible Lender Trustee
for the benefit of Funding. However, in the event that notwithstanding the
intention of the parties, such transfer is deemed to be a transfer for security,
then SLM Education Credit hereby grants to the Interim Eligible Lender Trustee
for the benefit of Funding a first priority security interest in and to all
Loans described in the Xxxx of Sale and Loan Transmittal Summary Form to secure
a loan in an amount equal to the Purchase Price of such loans.
SLM EDUCATION CREDIT MANAGEMENT
CORPORATION
(Seller)
By: _________________________
Name: _______________________
Title: ______________________
SLM EDUCATION CREDIT FUNDING LLC
(Purchaser)
By: _________________________
Name: _______________________
Title: _____________________
[CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Interim
Eligible Lender Trustee
By: _________________________
Name: _______________________
Title: _____________________]
PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED ______________ ___, 200__
Student Loan Marketing Association ("SLM Education Credit"), by execution of
this instrument, hereby endorses the attached promissory note which is one (1)
of the promissory notes ("the Notes") describe in the Xxxx of Sale executed by
SLM Education Credit in favor of [Chase Manhattan Bank USA, National Association
as the Interim Eligible Lender Trustee for the benefit of] SLM Education Credit
Funding LLC ("Funding"). This endorsement is in blank, unrestricted form and
without recourse except as provided in Section 6 of the Master Terms referred to
in the Purchase Agreement among SLM Education Credit[, and] Funding[, and the
Interim Eligible Lender Trustee] which covers the 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, SLM Education Credit agrees to individually
endorse each Note in the form provided by Funding as Funding 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 LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE
AGREEMENT. BY EXECUTION HEREOF, SLM EDUCATION CREDIT ACKNOWLEDGES THAT SLM
EDUCATION CREDIT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS,
CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL
BE CONSUMMATED UPON FUNDING'S PAYMENT TO SLM EDUCATION CREDIT OF THE INITIAL
PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY SLM
EDUCATION CREDIT AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF
SALE.
SELLER
Student Loan Marketing Association
11600 SLM Education Credit Drive
Reston, Virginia 20193
Lender Code: ___________________
By: ____________________________
Name: __________________________
Title: _________________________
PURCHASER
Chase Manhattan Bank USA, National Association, not in its individual capacity
but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding
Corporation
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name: __________________________
Title: ___________________________
Date of Purchase: _________________
XXXX OF SALE DATED _______________ ___, 200__
The undersigned ("SLM Education Credit"), for value received and pursuant
to the terms and conditions of Purchase Agreement Number 1 ("Purchase
Agreement") among SLM Education Credit Funding LLC ("Funding"), and [Chase
Manhattan Bank USA, National Association, as Interim Eligible Lender Trustee for
the benefit of Funding under the Interim Trust Agreement dated as of August 1,
2002 between Funding and the Interim Eligible Lender Trustee], does hereby sell,
assign and convey to the [Interim Eligible Lender Trustee for the benefit of]
Funding and its assignees all right, title and interest of SLM Education Credit,
including the insurance interest of SLM Education Credit under the Federal
Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified
herein which the [Interim Eligible Lender Trustee for the benefit of] Funding
has accepted for purchase. The portfolio accepted for purchase by the [Interim
Eligible Lender Trustee for the benefit of] Funding and the effective date of
sale and purchase are described below and the individual Accounts are listed on
the Schedule A attached hereto.
SLM Education Credit hereby makes the representations and warranties set
forth in Section 5 of the Purchase Agreement Master Securitization Terms Number
1000 incorporated by reference in the Purchase Agreement. [SLM Education Credit
authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a
copy of this document (in lieu of OE Form 1074) as official notification to the
Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the
benefit of Funding of the Loans on the date of purchase].
LISTING OF LOANS ON FOLLOWING PAGE
ADDITIONAL LOAN CRITERIA
.. Not in claims status, not previously rejected
.. Not in litigation
.. Last disbursement is greater than 120 days from cutoff date
.. Loan is not swap-pending
*Based upon SLM Education Credit's estimated calculations, which may be adjusted
upward or downward based upon Funding's reconciliation.
** Includes interest to be capitalized
Guarantor(s):
American Student Assistance Guarantor
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Education Assistance Corporation
Educational Credit Management Corporation
Finance Authority of Maine
Florida Department of Education Office of Student Financial Assistance
Georgia Higher Education Assistance Corporation
Great Lakes Higher Education Corp.
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kentucky Higher Education Assistance Authority
Louisiana Student Financial Assistance Commission
Michigan Higher Education Assistance Authority
Missouri Coordinating Board for Higher Education
Montana Guaranteed Student Loan Program
Nebraska Student Loan Program
New Jersey Higher Education Assistance Authority
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma State Regents for Higher Education
Oregon State Scholarship Commission
Pennsylvania Higher Education Assistance Agency
Rhode Island Higher Education Assistance Authority
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
SELLER
SLM Education Credit Management Corporation
By: _____________________________
Name: ___________________________
Title: __________________________
PURCHASER
Chase Manhattan Bank USA, National Association, not in its individual capacity
but solely as Interim Eligible Lender Trustee for the benefit of SLM Education
Funding LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name: _____________________________
Title: ____________________________
