EXHIBIT 99.1
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000 ("Master
Terms") dated as of February 15, 2005 among SLM Education Credit Finance
Corporation ("SLM ECFC"), SLM Funding LLC ("Funding") 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 Funding under the Interim Trust Agreement dated as of February 15, 2005
between Funding and the Interim Eligible Lender Trustee, 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 ECFC is the owner of certain Student Loans guaranteed under
the Higher Education Act;
WHEREAS, SLM ECFC may desire to sell its interest in such Loans from time
to time and Funding may desire to purchase such Loans from SLM ECFC;
WHEREAS, Funding desires to purchase from SLM ECFC the portfolio of
Initial Loans;
WHEREAS, from time to time following the Closing Date until the end of the
Supplemental Purchase Period, SLM ECFC may desire to sell Additional Loans and
Funding may purchase such Additional Loans in accordance with these Master Terms
and the related Additional Purchase Agreements;
WHEREAS, from time to time, SLM ECFC may substitute loans in accordance
with these Master Terms; and
WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal
title to, and serve as eligible lender trustee with respect to, Purchased 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 ECFC 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 in the Initial Purchase Agreement with respect to the
Initial Loans or each Additional Purchase Agreement with respect to any
Additional Loans or Substituted Loans, as the parties may execute from time to
time pursuant to these Master Terms. The Initial Purchase Agreement and each
Additional Purchase 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 Terms, and shall be a
separate agreement among SLM ECFC, Funding, and the Interim Eligible Lender
Trustee on behalf of Funding with respect to the Loans covered by the terms of
the Initial Purchase Agreement or the related Additional Purchase Agreement, as
applicable. If the terms of the Initial Purchase Agreement or an Additional
Purchase Agreement conflict with
the terms of these Master Terms, the terms of the Initial Purchase Agreement or
the related Additional Purchase Agreement, as applicable, shall supersede and
govern.
SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein, including in the
related Purchase 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 SLM ECFC,
Funding and the Interim Eligible Lender Trustee on behalf of Funding which
shall: (i) set forth the list and certain terms of (a) Additional Loans
offered by SLM ECFC and accepted for purchase by the Interim Eligible
Lender Trustee for the benefit of Funding, including the Additional Loans
Purchase Price for the Additional Loans being sold thereunder or (b)
Substituted Loans substituted by SLM ECFC, (ii) 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 ECFC 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 SLM ECFC 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 Purchase Agreement and related documentation,
together with any guaranties and other rights relating thereto including,
without limitation, Interest Subsidy Payments and Special Allowance
Payments.
(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 Purchase Agreement.
(E) "Additional Purchase Agreement" means each Additional Purchase
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 Terms form a part by
reference, provided that in the event of a substitution, the form will be
modified accordingly), to be executed by SLM ECFC, Funding and the Interim
Eligible Lender Trustee for the benefit of Funding, which certifies that
the representations and warranties made by SLM ECFC as set forth in
Sections 5(A) and (B) of these Master Terms are true and correct as of the
related Purchase Date.
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(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 SLM
ECFC under a Purchase 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 Purchase 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 SLM ECFC 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 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 Subsequent Cutoff
Date, in the case of any Additional Loan or Substituted Loan;
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(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 Funding 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 Substituted 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 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 SLM ECFC which shall (i) set
forth the applicable Initial Loans offered by SLM ECFC and accepted for
purchase by the Interim Eligible
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Lender Trustee for the benefit of Funding, (ii) 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 ECFC in the Initial Loans
listed on that Xxxx of Sale and (iii) certify that the representations and
warranties made by SLM ECFC as set forth in Sections 5 (A) and (B) of
these Master 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 Purchase 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 Purchase Agreement.
(P) "Initial Purchase Agreement" means the Purchase 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 Terms form a part by reference), to be executed by SLM ECFC,
Funding and the Interim Eligible Lender Trustee, which shall certify that
the representations and warranties made by SLM ECFC as set forth in
Sections 5 (A) and (B) of these Master Terms are true and correct as of
the Closing Date.
(Q) "Loan" means an Initial Loan, Additional Loan or Substituted Loan, as
applicable, offered for sale and purchased, or substituted, pursuant to
the related Purchase Agreement and related documentation together with any
guaranties and other rights relating thereto including, without
limitation, Interest Subsidy Payments and Special Allowance Payments.
(R) "Loan Transmittal Summary Forms" means the forms related to each Xxxx
of Sale provided to SLM ECFC by Funding and completed by SLM ECFC that
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 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.
(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 that 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).
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(V) "Purchase Agreement" means the Initial Purchase Agreement or an
Additional Purchase Agreement, as applicable, substantially in the form of
Attachment A or C hereto, of which the Master Terms form a part by
reference.
(W) "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.
(X) "Purchase Price" means the Initial Payment or the Additional Loans
Purchase Price, as applicable.
(Y) "Purchased Loans" means, with respect to each Purchase Agreement, the
Loans offered for sale and purchased or substituted pursuant to such
Purchase Agreement.
(Z) "Sale Agreement" means the Sale Agreement Master Securitization Terms
Number 1000, dated as of February 15, 2005, among SLM Funding LLC, as
Seller, SLM Student Loan Trust 2005-2, as Purchaser, and Chase Manhattan
Bank USA, National Association, as Interim Eligible Lender Trustee and as
Eligible Lender Trustee.
(AA) "Secretary" means the United States Secretary of Education or any
successor.
(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.
(DD) "Statistical Cutoff Date" means January 26, 2005.
(EE) "Subsequent Cutoff Date" means the date specified in the related
Additional Purchase Agreement agreed to by SLM ECFC and Funding 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 SLM ECFC pursuant to the terms of Section 6(B) hereof
from time to time as evidenced by an Additional Purchase 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" means SLM Student Loan Trust 2005-2.
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(II) "Trust Student Loan" means any student loan that is listed on the
Schedule of Trust Student Loans on the Closing Date, plus any Additional
Student Loan, plus any Substituted Loan that is permissibly substituted
for a Trust Student Loan by the Depositor pursuant to Section 6(B) of the
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.
(JJ) "Unsubsidized Xxxxxxxx Loan" means a Loan made pursuant to Section
428H of the Higher Education Act.
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
Purchase Agreement with respect to the Initial Loans shall be consummated
upon: (i) Funding's receipt from SLM ECFC of the Initial Xxxx of Sale;
(ii) the payment by Funding to SLM ECFC of the Initial Payment; and (iii)
the assignment to SLM ECFC of the Excess Distribution Certificate. Upon
consummation, such sale and purchase shall be effective as of the date of
the Initial Xxxx of Sale. SLM ECFC and Funding shall use their best
efforts to perform promptly their respective obligations pursuant to the
Initial Purchase Agreement with respect to each Initial Loan.
(B) Settlement of the Initial Payment
On the date of the Initial Xxxx of Sale, Funding shall pay to SLM
ECFC the Initial Payment by wire transfer of immediately available funds
to the account specified by SLM ECFC.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
SLM ECFC shall be entitled to all Interest Subsidy Payments and
Special Allowance Payments on each Initial Loan accruing up to but not
including the Initial Cutoff Date and shall be responsible for the payment
of any rebate fees applicable to the Initial Loans 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 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.
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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, SLM ECFC
may, but shall not be obligated to, sell Eligible Loans to Funding, and
Funding may (but only to the extent that the Eligible Loans are
contemporaneously sold to the Eligible Lender Trustee on behalf of the
Trust in accordance with the Sale Agreement and the related Additional
Sale Agreement) purchase such Additional Loans from SLM ECFC at the
related Additional Loans Purchase Price set forth in the related
Additional Purchase Agreement. In addition, at any time, SLM ECFC may
transfer Substituted Loans to Funding in satisfaction of any Loan
repurchase obligations hereunder. The sale and purchase (or substitution)
of Additional Loans (or Substituted Loans) pursuant to an Additional
Purchase 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 as Additional Loans pursuant to an
Additional Purchase Agreement shall be consummated upon (i) Funding's
receipt from SLM ECFC of a fully executed copy of the related Additional
Purchase Agreement; and (ii) the payment by Funding to SLM ECFC 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. SLM ECFC
and Funding shall use their best efforts to perform promptly their
respective obligations pursuant to the related Additional Purchase
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, Funding shall pay SLM ECFC the related Purchase Price by wire
transfer of immediately available funds to the account specified by SLM
ECFC (except that with respect to Substituted Loans, the consideration for
such Loans shall be the transfer from Funding to SLM ECFC of ownership of
the Loans being substituted for).
(D) Interest Subsidy and Special Allowance Payments and Rebate Fees
SLM ECFC 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, 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 Interim Eligible
Lender Trustee on behalf of Funding 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.
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SECTION 3.3 GENERAL
(A) Special Programs
In consideration of the sale or substitution of the Eligible Loans
under these Master Terms and each Purchase Agreement, Funding 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 Purchase Agreement, generally offered to the
obligors of comparable loans owned by SLM Corporation or any of its
Affiliates, at all times subject to the terms and conditions of Section
3.12 of the Servicing Agreement. SLM ECFC is selling Loans to Funding or
substituting Loans without regard to the effect of any special programs.
If required, SLM ECFC shall remit to Funding any amounts necessary to
offset any effective yield reductions on 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 Eligible Loans pursuant
to these Master Terms and the related Purchase Agreements, it is the
intention of SLM ECFC, the Interim Eligible Lender Trustee and Funding,
and SLM ECFC hereby warrants that, the transfer and assignment constitute
a valid sale of such Loans from SLM ECFC to the Interim Eligible Lender
Trustee or a valid substitution of such Loans, for the benefit of and on
behalf of Funding, and that the beneficial interest in and title to such
Loans not be part of SLM ECFC's estate in the event of the bankruptcy of
SLM ECFC or the appointment of a receiver with respect to SLM ECFC.
SECTION 4. CONDITIONS PRECEDENT TO 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, 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 the Related Purchase Date
SLM ECFC shall provide any assistance requested by Funding in
determining that all required documentation on the related Loans is
present and correct.
(B) Continued Servicing
Following the execution of each Purchase Agreement, SLM ECFC 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
related Xxxx of Sale.
(C) Xxxx of Sale/Loan Transmittal Summary Form
SLM ECFC shall deliver to Funding:
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(i) a Xxxx of Sale that (a) has been duly authorized, executed and
delivered, by an authorized officer of SLM ECFC, covering the
applicable Loans offered by SLM ECFC, (b) has been 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 ECFC, including the
insurance interest of SLM ECFC, in each of the related Loans, and
(c) states that the representations and warranties made by SLM ECFC
in Sections 5(A) and (B) 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 ECFC shall provide a blanket endorsement transferring the entire
interest of SLM ECFC in the related Eligible Loans to the Interim Eligible
Lender Trustee on behalf of Funding with the form of endorsement provided
for in the Initial Purchase Agreement with respect to the Initial Loans or
the Additional Purchase Agreement with respect to the Additional Loans or
Substituted Loans.
At the direction of and in such form as Funding may designate, SLM
ECFC also agrees to individually endorse any Eligible Loan as Funding may
request from time to time.
(E) Officer's Certificate
SLM ECFC shall furnish to Funding, with each Xxxx of Sale provided
in connection with each purchase or substitution 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 ECFC 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 ECFC and dated the date
of the related Xxxx of Sale. SLM ECFC agrees that Funding and the Interim
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
SLM ECFC to the Interim Eligible Lender Trustee on behalf of Funding of
the Loans listed on the related Xxxx of Sale.
(G) Power of Attorney
SLM ECFC hereby grants to Funding and the Interim Eligible Lender
Trustee, on behalf of and 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
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endorsed in the name of SLM ECFC 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 ECFC or the Servicer to Funding or the
Interim Eligible Lender Trustee or any custodian on their behalf.
(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 in accordance with Section 4(H) of the Sale Agreement.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF SLM ECFC AND THE INTERIM ELIGIBLE
LENDER TRUSTEE
(A) General
SLM ECFC represents and warrants to Funding 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) SLM ECFC 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 ECFC is duly organized and existing under the laws of its
governing jurisdiction;
(iii) SLM ECFC has all requisite power and authority to enter into
and to perform the terms of these Master Terms, the Initial Purchase
Agreement and any Additional Purchase Agreement, the Initial Xxxx of
Sale and any Additional Xxxx of Sale; and
(iv) SLM ECFC will not, with respect to any Loan purchased or
substituted 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 ECFC represents and warrants to Funding as to the Purchased
Loans purchased by Funding under the Initial Purchase Agreement with
respect to the Initial Loans, or each Additional Purchase Agreement with
respect to any Additional Loans or
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Substituted Loans, in each case executed pursuant to these Master Terms
that, as of the related Purchase Date or as of the date otherwise noted:
(i) SLM ECFC 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 Interim 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 SLM
ECFC;
(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 Purchase Agreement and the related Loan Transmittal Summary
Form is true and correct;
(v) SLM ECFC is 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 Purchased Loan
repurchase or substitution by SLM ECFC, will be made pursuant to and
consistent with the laws and regulations under which SLM ECFC
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 ECFC is a party or by which SLM ECFC 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) 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, each Purchased Loan has
been duly made and serviced in
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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; 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,
such guaranty 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 related Xxxx of Sale;
(ix) Any payments on the Purchased Loans received by SLM ECFC that
have been allocated to the reduction of principal and interest on
such Purchased Loans have been allocated on a simple interest basis;
the information with respect to the applicable Purchased Loans 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, 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,
or as of the related Subsequent Cutoff Date, with respect to any
Additional Loans or Substituted Loans, and no default, breach,
violation or event permitting acceleration under the terms of any
Loan has arisen; and neither SLM ECFC 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 ECFC, the Interim Eligible Lender
Trustee and Funding, and SLM ECFC hereby warrants that, the transfer
and assignment herein contemplated constitute a valid sale of the
Loans from SLM ECFC to the Interim Eligible Lender Trustee, for the
benefit of and on behalf of Funding, and that the beneficial
interest in and title to such Loans not be part of SLM ECFC's estate
in the event of the bankruptcy of SLM ECFC or the appointment of a
receiver with respect to SLM ECFC;
(xv) With respect to the first sale of Loans from SLM ECFC to the
Interim Eligible Lender Trustee for the benefit of Funding it has
caused or will have
13
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 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 SLM ECFC in favor of the Interim
Eligible Lender Trustee on behalf of the Purchaser 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
Interim Eligible Lender Trustee;"
(xvii) Other than the security interest granted to the Interim
Eligible Lender Trustee pursuant to this Agreement, SLM ECFC has not
pledged, assigned, sold, granted a security interest in, or
otherwise conveyed any of the Purchased Loans. SLM ECFC has not
authorized the filing of and is not aware of any financing
statements against SLM ECFC that include a description of collateral
covering the Purchased Loans other than any financing statement
relating to the security interest granted to the Interim Eligible
Lender Trustee hereunder or any other security interest that has
been terminated. SLM ECFC is not aware of any judgment or tax lien
filings against SLM ECFC; and
(xviii) No Borrower of a Purchased Loan 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 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 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 these Master Terms, each
Purchase Agreement and each Xxxx of Sale;
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(ii) The Interim Eligible Lender Trustee has taken all corporate
action necessary to authorize the execution and delivery by it of
these Master Terms and each Purchase Agreement, and these Master
Terms and each Purchase Agreement will be executed and delivered by
one of its officers who is duly authorized to execute and deliver
these Master Terms and each Purchase Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these Master
Terms and each Purchase Agreement, nor the consummation by it of the
transactions contemplated hereby or thereby nor compliance by it
with any of the terms or provisions hereof or thereof will
contravene any Federal or Delaware state law, governmental rule or
regulation governing the banking or trust powers of the Interim
Eligible Lender Trustee or any judgment or order binding on it, or
constitute any default under its charter documents or by-laws or any
indenture, mortgage, contract, agreement or instrument to which it
is a party or by which any of its properties may be bound; 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 these Master Terms, each 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. REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
(A) Each party to these Master Terms shall give notice to the other
parties promptly, in writing, upon the discovery of any breach of SLM
ECFC's representations and warranties made pursuant to Sections 5(A) and
(B) 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 applicable Guarantor's
guarantee of such Trust Student Loan, SLM ECFC 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 ECFC shall purchase such Trust Student Loan not
later than the sixtieth day following the end of such 360-day period. SLM
ECFC 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
15
Section 6(A), SLM ECFC 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 SLM
ECFC 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 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
ECFC 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 ECFC 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 ECFC 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(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 SLM ECFC or the Servicer, exceeds 1% of the
Pool Balance, SLM ECFC (or 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 ECFC 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(A)) with Trust Student
Loans with the earliest such date to be repurchased first.
(B) In lieu of repurchasing Trust Student Loans pursuant to this Section
6(A), SLM ECFC 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),
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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), SLM ECFC shall make a reasonable determination that the
Eligible Loans to be substituted will not have a material adverse effect
on the Noteholders. In connection with each substitution a Purchase
Agreement and related Xxxx of Sale regarding such Substituted Loans will
be executed and delivered by the applicable parties.
In the event that SLM ECFC elects to substitute Eligible Loans
pursuant to this Section 6(B), SLM ECFC 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 ECFC 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 Funding, the Eligible Lender Trustee and the
Noteholders with respect to a breach by SLM ECFC pursuant to Sections 5(A)
and (B) hereof shall be to require SLM ECFC to purchase such Trust Student
Loans, to reimburse Funding as provided in Section 6(A) above or to
substitute Eligible Loans pursuant to Section 6(B) above. 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 ECFC with respect to amounts accrued
after the date of the related Xxxx of Sale for any Purchased Loan
sold to Funding, which payment is not reflected in the related Loan
Transmittal Summary Form, shall be received by SLM ECFC in trust for
the account of Funding and SLM ECFC hereby disclaims any title to or
interest in any such amounts. Within two (2) Business Days following
the date of receipt, SLM ECFC shall remit to Funding an amount equal
to any such payments along with a listing on a form provided by
Funding 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.
17
(B) Any written communication received at any time by SLM ECFC with
respect to any Loan subject to these Master Terms or the related
Purchase Agreement shall be transmitted by SLM ECFC 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 THE SELLER
SLM ECFC 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 ECFC owned the
related Purchased Loan, or (b) a payment made or alleged to have been made to
SLM ECFC. Further, SLM ECFC 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 THE SELLER; INDEMNITIES
SLM ECFC shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by SLM ECFC under these Master Terms and
each related Purchase Agreement.
(i) SLM ECFC 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 and intangible
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 Purchased 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 ECFC 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 ECFC's willful misfeasance,
bad faith or gross negligence in the performance of its duties under
these Master Terms, or by reason of reckless disregard of its
obligations and duties under these Master Terms.
(iii) SLM ECFC 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
18
costs, expenses, losses, claims, damages, obligations and
liabilities arising out of, incurred in connection with or relating
to these Master Terms, 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 ECFC, which approval shall not be unreasonably withheld.
Indemnification under this Section 9 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 ECFC 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 ECFC, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE
SELLER
Any Person (a) into which SLM ECFC may be merged or consolidated, (b)
which may result from any merger or consolidation to which SLM ECFC shall be a
party or (c) which may succeed to the properties and assets of SLM ECFC
substantially as a whole, shall be the successor to SLM ECFC without the
execution or filing of any document or any further act by any of the parties to
these Master Terms; provided, however, that SLM ECFC 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 ECFC, executes an
agreement of assumption to perform every obligation of SLM ECFC under these
Master Terms, each Purchase Agreement and each Xxxx of Sale; (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 ECFC, 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 these
Master Terms relating to such transaction have been complied with, and that the
Rating Agency Condition shall have been satisfied with respect to such
transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC 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, respectively, in the Purchased
19
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 ECFC AND OTHERS
SLM ECFC 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
ECFC's obligations under Section 6). SLM ECFC 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
ECFC will constitute the sole remedy available to Funding 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 of the Purchased Loans listed on the
related Xxxx of Sale is less than the aggregate Principal Balance stated on the
related Xxxx of Sale, SLM ECFC shall remit such amount to the Interim Eligible
Lender Trustee, for the benefit of and 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 the Initial Purchase Agreement has been, and any Additional Purchase
Agreement will be, 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 the
Interim Eligible Lender Trustee or Funding, under these Master Terms or any
Purchase Agreements or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of 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 the Initial Purchase Agreement and each Additional Purchase
Agreement executed pursuant to these Master Terms shall survive the consummation
of the acquisition of the Purchased Loans provided for in the related Purchase
Agreement. All covenants, agreements, representations and warranties made or
furnished pursuant hereto by or on behalf of SLM ECFC shall bind and inure
20
to the benefit of any successors or assigns of Funding and the Interim Eligible
Lender Trustee on behalf of Funding and shall survive with respect to each
Purchased Loan. Each Purchase Agreement supersedes all previous agreements and
understandings between Funding and SLM ECFC 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 ECFC 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 ECFC 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 ECFC 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 ECFC 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, any Purchase 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.
These Master Terms, any Purchase Agreement and any document or instrument
delivered in accordance herewith or therewith may also be amended from time to
time by SLM ECFC, the Interim Eligible Lender Trustee and Funding, with the
consent of the Noteholders of Notes
21
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 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 Purchased 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 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 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
these Master Terms 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 these
Master Terms or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Terms SLM ECFC 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 Funding.
SECTION 19. GOVERNING LAW
These Master Terms and any Purchase Agreement 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.
22
IN WITNESS WHEREOF, the parties hereto have caused these Master Terms to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SLM EDUCATION CREDIT SLM FUNDING LLC
FINANCE CORPORATION (Purchaser)
(Seller)
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,
NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
23
ATTACHMENT A
INITIAL PURCHASE AGREEMENT
Dated as of February 15, 2005
PURCHASE AGREEMENT NUMBER 1
Pursuant to the Master Terms (as defined below), SLM ECFC hereby
offers for sale to Chase Manhattan Bank USA, National Association as Interim
Eligible Lender Trustee for the benefit of SLM Funding LLC ("Funding") under the
Interim Trust Agreement dated as of February 15, 2005 between Funding and the
Interim Eligible Lender Trustee, the entire right, title and interest of SLM
ECFC in the Loans described in the related Xxxx of Sale and related Loan
Transmittal Summary Form incorporated herein and, to the extent indicated below,
the Interim Eligible Lender Trustee for the benefit of Funding accepts SLM
ECFC'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, SLM ECFC hereby sells to the
Interim Eligible Lender Trustee for the benefit of Funding the entire right,
title and interest of SLM ECFC in the Loans accepted for purchase, subject to
all the terms and conditions of the Purchase Agreement Master Securitization
Terms Number 1000 (the "Master Terms") and any amendments thereto, incorporated
herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender
Trustee. The Initial Payment for the Loans shall equal $1,097,873,330.50 (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) less $30,318,663.44 (representing the Supplemental Purchase
Account Initial Deposit, and less $882,801,218.31 (representing the purchase
price of the Trust Student Loans being sold to the Interim Eligible Lender
Trustee by VG Funding, LLC contemporaneous herewith).
This document shall constitute the Initial Purchase Agreement 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall
be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM
ECFC hereby makes all the representations and warranties set forth in Sections
5(A) and (B) of the Master Terms regarding the Initial Loans described in the
Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the
Closing Date.
SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of
Funding 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 Guarantors of assignment
to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans
purchased pursuant hereto on the Closing Date.
1
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 from SLM ECFC 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 ECFC hereby grants to the Interim Eligible
Lender Trustee for the benefit of Funding 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 Purchase Agreement
Number 1 to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
SLM EDUCATION CREDIT FINANCE CORPORATION
(Seller)
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
SLM FUNDING LLC
(Purchaser)
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, not in its
individual capacity but solely as
Interim Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
3
PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED FEBRUARY 00, 0000
XXX Education Credit Finance Corporation ("SLM ECFC"), 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 SLM ECFC in favor of Chase Manhattan Bank USA,
National Association, as the Interim Eligible Lender Trustee for the benefit of
SLM 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 Initial Purchase Agreement among SLM ECFC, 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 ECFC 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 PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS,
CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN
THE INITIAL PURCHASE AGREEMENT. BY EXECUTION HEREOF, SLM ECFC ACKNOWLEDGES THAT
SLM ECFC HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS
AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE
CONSUMMATED UPON FUNDING'S PAYMENT TO SLM ECFC OF THE INITIAL PAYMENT (AS
DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY SLM ECFC AND
FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL RELATED 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
SLM Education Credit Finance Chase Manhattan Bank USA, National
Corporation Association,not in its individual
00000 Xxxxxxxx Xxx capacity but solely as Interim Eligible
Xxxxxx, Xxxxxxxx 00000 Lender Trustee for the benefit of SLM
Funding LLC
Lender Code: ____________________
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
(Signature of Authorized Officer) (Signature of Authorized Signatory
for Purchaser)
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
Date of Purchase: February 15, 2005
2
ATTACHMENT B
INITIAL XXXX OF SALE DATED FEBRUARY 15, 2005
The undersigned ("SLM ECFC"), for value received and pursuant to the terms
and conditions of Purchase Agreement Number 1 (the "Purchase Agreement") among
SLM 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 February 15, 2005 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 ECFC, including the insurance interest of SLM ECFC
under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that
the Interim Eligible Lender Trustee for the benefit of Funding has accepted for
purchase. The portfolio of Loans 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 ECFC 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 Initial Purchase Agreement. SLM ECFC 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 related 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 SLM ECFC's estimated calculations, which may be adjusted upward or
downward based upon Funding'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
Nebraska Student Loan Program
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
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
SLM Education Credit Finance Chase Manhattan Bank USA, National
Corporation Association,not in its individual
00000 Xxxxxxxx Xxx capacity but solely as Interim Eligible
Xxxxxx, Xxxxxxxx 00000 Lender Trustee for the benefit of SLM
Funding LLC
Lender Code: ____________________
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
(Signature of Authorized Officer) (Signature of Authorized Signatory
for Purchaser)
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
Date of Purchase: February 15, 2005
4
ATTACHMENT C
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
Dated as of [ ], 2005
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
SLM ECFC hereby offers for sale to Chase Manhattan Bank USA, National
Association, as Interim Eligible Lender Trustee for the benefit of SLM Funding,
LLC ("Funding"), under the Interim Trust Agreement dated as of February 15, 2005
between the Purchaser and the Interim Eligible Lender Trustee, the entire right,
title and interest of SLM ECFC 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 Interim Eligible Lender Trustee for the
benefit of Funding accepts SLM ECFC's offer.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, SLM ECFC hereby sells to the
Interim Eligible Lender Trustee for the benefit of Funding the entire right,
title and interest of SLM ECFC in the Loans accepted for purchase, subject to
all the terms and conditions of the Purchase Agreement Master Securitization
Terms Number 1000, dated February 15, 2005 (the "Master Terms"), and any
amendments thereto permitted by its terms, incorporated herein by reference,
among SLM ECFC, Funding and the Interim Eligible Lender Trustee. The applicable
Additional Loans Purchase Price shall be $[ ].
This document shall constitute an Additional 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 Additional Loans or to Purchased Loans, as applicable,
shall be deemed to refer to the Additional Loans governed by this Additional
Purchase Agreement. SLM ECFC hereby makes the representations and warranties set
forth in Sections 5(A) and (B) of the Master 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.
SLM ECFC authorizes the Interim 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 Guarantor of
assignment to the Interim 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 valid sale of such Purchased Loans from SLM ECFC to
the Interim Eligible Lender Trustee for the benefit of the Purchaser. However,
in the event that notwithstanding the intention of the parties, such transfer is
deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim
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
5
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
Purchase Agreement Number [ ] to be duly executed by their respective officers
hereunto duly authorized, as of the day and year first above written.
SLM EDUCATION CREDIT FINANCE CORPORATION
(Seller)
By: _________________________
Name: _______________________
Title: ________________________
SLM 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: _________________________
6
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
[ ] BLANKET ENDORSEMENT DATED [ ], 2005
SLM Education Credit Finance Corporation ("SLM ECFC"), 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 SLM ECFC in favor of Chase Manhattan Bank USA, National Association, as the
Interim Eligible Lender Trustee for the benefit of SLM 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 Additional Purchase
Agreement among SLM ECFC, Funding and the Interim Eligible Lender Trustee which
covers the promissory note (the "Additional Purchase 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, SLM ECFC 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 ADDITIONAL LOANS SHALL BE SUBJECT TO THE TERMS,
CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN
THE RELATED ADDITIONAL PURCHASE AGREEMENT. BY EXECUTION HEREOF, SLM ECFC
ACKNOWLEDGES THAT SLM ECFC HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL
TERMS, CONDITIONS AND COVENANTS OF THE ADDITIONAL PURCHASE AGREEMENT. THE SALE
AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO SLM ECFC OF THE
ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY SLM ECFC 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
SLM Education Credit Finance Chase Manhattan Bank USA, National
Corporation Association, not in its individual
00000 Xxxxxxxx Xxx capacity but solely as Interim Eligible
Xxxxxx, Xxxxxxxx 00000 Lender Trustee for the benefit of SLM
Funding LLC
Lender Code: ____________________
By: ________________________________ By: _________________________________
(Signature of Authorized Officer) (Signature of Authorized Signatory
for Purchaser)
Name: _________________________ Name: __________________________
Title: __________________________ Title: ___________________________
Date of Purchase: _________________
2
ATTACHMENT D
ADDITIONAL XXXX OF SALE
DATED [ ], 2005
The undersigned ("SLM ECFC"), for value received and pursuant to the terms
and conditions of Additional Purchase Agreement Number [ ] (the "Purchase
Agreement") among SLM 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 February 15, 2005 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 ECFC, including the insurance
interest of SLM ECFC under the Federal Family Education Loan Program (20 U.S.C.
1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of
Funding has accepted for purchase. The portfolio of Additional Loans 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 ECFC 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 Additional Purchase Agreement related hereto.
SLM ECFC 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 applicable Guarantor(s) of assignment to the Interim Eligible Lender
Trustee for the benefit of Funding of the portfolio of Additional Loans accepted
for purchase, on the Purchase 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 related Subsequent Cutoff Date
- Loan is not swap-pending
*Based upon SLM ECFC's estimated calculations, which may be adjusted upward or
downward based upon Funding's reconciliation.
** Includes interest to be capitalized.
2
GUARANTOR(s):
[TO BE PROVIDED]
3
IN 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
SLM Education Credit Finance Chase Manhattan Bank USA, National
Corporation Association,not in its individual
00000 Xxxxxxxx Xxx capacity but solely as Interim Eligible
Xxxxxx, Xxxxxxxx 00000 Lender Trustee for the benefit of SLM
Funding LLC
Lender Code: ____________________
By: _________________________________ By: ___________________________________
(Signature of Authorized Officer) (Signature of Authorized Signatory
for Purchaser)
Name: _________________________ Name: __________________________
Title: __________________________ Title: ___________________________
Date of Purchase:__________________
4
ANNEX I
LOAN TRANSMITTAL SUMMARY FORM
Principal Balance
Additional Loans as of the related Subsequent Cutoff Date Purchase Price
---------------- ----------------------------------------- --------------
5
