PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
Exhibit 99.1
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000 (“Master Terms”) dated as of
July 20, 2006 among SLM Education Credit Finance Corporation (“SLM ECFC”), SLM Funding LLC
(“Funding”) and Chase 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 July 20, 2006 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
SLM ECFC Purchase Agreement — Master
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 July 1, 2006, 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 (which, with respect to any Additional Loans purchased
with funds on deposit in the Supplemental Purchase Account, will be equal to 100% of
the aggregate principal balance of such Additional Loan, plus accrued interest to be
capitalized).
(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
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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.
(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 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;
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(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;
(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(j) and 2.9(f) of the
Administration Agreement.
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(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
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 July 20, 2006.
(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.
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(T) “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).
(U) “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.
(V) “Purchase Date” means with respect to the Initial Loans, the Closing Date, and with
respect to any Additional Loans or Substituted Loans, the date of the related
Additional Xxxx of Sale.
(W) “Purchase Price” means the Initial Payment or the Additional Loans Purchase Price,
as applicable.
(X) “Purchased Loans” means, with respect to each Purchase Agreement, the Loans offered
for sale and purchased or substituted pursuant to such Purchase Agreement.
(Y) “Sale Agreement” means the Sale Agreement Master Securitization Terms Number 1000,
dated as of July 20, 2006, among SLM Funding LLC, as Seller, SLM Student Loan Trust
2006-6, as Purchaser, and Chase Bank USA, National Association, as Interim Eligible
Lender Trustee and as Eligible Lender Trustee.
(Z) “Secretary” means the United States Secretary of Education or any successor.
(AA) “Statistical Cutoff Date” means June 14, 2006.
(BB) “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.
(CC) “Subsidized Consolidation Loan” means a Loan for which the interest rate is
governed by Section 427A(a) or 427A(d) of the Higher Education Act.
(DD) “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.
(EE) “Trust” means SLM Student Loan Trust 2006-6.
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(FF) “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, and shall, for all purposes hereunder, also include any Add-On
Consolidation Loan whose principal balance is added to an existing Trust Student Loan
during the Consolidation Loan Add on Period, 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.
(GG) “Unsubsidized Consolidation 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 Initial Cutoff 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 Initial Cutoff 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).
(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 related Subsequent Cutoff Date. 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 which are
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Consolidation Loans
subject to the related Xxxx of Sale accruing from the date of the related Subsequent Cutoff
Date.
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, except for U.S.
federal, state and local income and franchise tax purposes, the transfer and assignment
constitute a valid sale of such Loans from 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.
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(C) Xxxx of Sale/Loan Transmittal Summary Form
SLM ECFC shall deliver to Funding:
(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 Xxxxxxxx
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XXX 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 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;
(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; and
(v) SLM ECFC has the right to, or the right to cause the Servicer to, modify,
discontinue or terminate any borrower benefit incentive program at any time for any
reason.
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(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 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 either “Payment Intangibles” or “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);
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(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 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
13
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 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:
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(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;
(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
15
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 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
16
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 Consolidation Loan or Subsidized Consolidation Loan (pre-1993 vs. post-1993), | ||
| 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 forfeiture of Interest Subsidy Payments or Special
Allowance Payments 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
17
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.
(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
18
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 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
19
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 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 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 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.
20
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 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
21
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 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
22
provisions, and the
obligations, rights and remedies of the parties, hereunder shall be determined in accordance with
such laws.
23
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 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 | ||||||||||
24
Attachment A
INITIAL PURCHASE AGREEMENT
Dated as of July 20, 2006
Dated as of July 20, 2006
PURCHASE AGREEMENT NUMBER 1
Pursuant to the Master Terms (as defined below), SLM ECFC hereby offers for sale to Chase 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 July 20, 2006 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 June 14, 2006.
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 $1,552,149,613 (equal to $1,552,149,613 (representing
the sale price of the Notes less underwriters’ discounts and fees), less $3,769,348.00
(representing the Reserve Account Initial Deposit), less $4,000,000 (representing the Collection
Account Initial Deposit), less $44,000,000.00 (representing the Capitalized Interest Account
Initial Deposit), less $11,693,891.63 (representing the Supplemental Purchase Account Initial Deposit) and
less $ 7,500,000 (representing the Add-On Consolidation Loan Account Initial Deposit).
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.
Purchase Agreement SLM ECFC
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.
Purchase Agreement SLM ECFC
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: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| SLM FUNDING LLC (Purchaser) |
||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Interim Eligible Lender Trustee |
||||||||
| By: | ||||||||
| Name: | Xxxx X. Xxxxxx | |||||||
| Title: | Vice President | |||||||
Purchase Agreement SLM ECFC
3
PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED JULY 00, 0000
BLANKET ENDORSEMENT DATED JULY 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
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.
Purchase Agreement SLM ECFC
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 Corporation 00000 Xxxxxxxx Xxx Xxxxxx, Xxxxxxxx 00000 |
Chase Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC | |||||||||||||
| Lender Code: | ||||||||||||||
| By: | ||||||||||||||
By:
|
(Signature of Authorized Signatory for Purchaser) | |||||||||||||
| (Signature of Authorized Officer) | ||||||||||||||
| Name: Xxxx X. Xxxxxx | ||||||||||||||
Name: |
||||||||||||||
| Title: Vice President | ||||||||||||||
| Title: | Date of Purchase: July 20, 2006 | |||||||||||||
Purchase Agreement SLM ECFC
2
Attachment B
INITIAL XXXX OF SALE DATED JULY 20, 2006
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
Bank USA, National Association, as Interim Eligible Lender Trustee for the benefit of Funding under
the Interim Trust Agreement dated as of July 20, 2006 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
Purchase Agreement SLM ECFC
1
CERTAIN OTHER LOAN CRITERIA
| n | Not in claims status, not previously rejected | |
| n | Not in litigation | |
| n | Last disbursement was on or before the Statistical Cutoff Date | |
| n | 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. |
Purchase Agreement SLM ECFC
2
Guarantors:
American Student Assistance
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Educational Credit Management Corp of Virginia
Florida Bureau of Student Financial Assistance
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kentucky Higher Education Assistance Authority
Louisiana Office of Student Financial Assistance
Michigan Guaranty Agency
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
Pennsylvania Higher Education Assistance Agency
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Educational Credit Management Corp of Virginia
Florida Bureau of Student Financial Assistance
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kentucky Higher Education Assistance Authority
Louisiana Office of Student Financial Assistance
Michigan Guaranty Agency
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
Pennsylvania Higher Education Assistance Agency
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
Purchase Agreement SLM ECFC
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 Corporation 00000 Xxxxxxxx Xxx Xxxxxx, Xxxxxxxx 00000 |
Chase Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC | |||||||||||||||
| Lender Code: | ||||||||||||||||
| By: | ||||||||||||||||
By:
|
(Signature of Authorized Signatory for Purchaser) | |||||||||||||||
| (Signature of Authorized Officer) | ||||||||||||||||
| Name: Xxxx X. Xxxxxx | ||||||||||||||||
Name: |
||||||||||||||||
| Title: Vice President | ||||||||||||||||
| Title: | Date of Purchase: July 20, 2006 | |||||||||||||||
Purchase Agreement SLM ECFC
4
Attachment C
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
Dated as of [ ], 2006
Dated as of [ ], 2006
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
SLM ECFC hereby offers for sale to Chase 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 July 20, 2006 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 July 20, 2006 (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
Purchase Agreement SLM ECFC
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 BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Interim Eligible Lender Trustee |
||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
Purchase Agreement SLM ECFC
6
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
[ ] BLANKET ENDORSEMENT DATED [ ], 2006
[ ] BLANKET ENDORSEMENT DATED [ ], 2006
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 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.
Purchase Agreement SLM ECFC
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 Corporation 00000 Xxxxxxxx Xxx Xxxxxx, Xxxxxxxx 00000 |
Chase Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC | |||||||||||||||
| Lender Code: | ||||||||||||||||
| By: | ||||||||||||||||
| By: | (Signature of Authorized Signatory for Purchaser) | |||||||||||||||
| (Signature of Authorized Officer) | ||||||||||||||||
| Name: | ||||||||||||||||
Name: |
||||||||||||||||
| Title: | ||||||||||||||||
| Title: | Date of Purchase: | |||||||||||||||
Purchase Agreement SLM ECFC
2
Attachment D
ADDITIONAL XXXX OF SALE
DATED [ ], 2006
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 Bank USA, National Association, as Interim Eligible Lender Trustee
for the benefit of Funding under the Interim Trust Agreement dated as of July 20, 2006 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
Purchase Agreement SLM ECFC
1
CERTAIN OTHER LOAN CRITERIA
| n | Not in claims status, not previously rejected | |
| n | Not in litigation | |
| n | Last disbursement was on or before the related Subsequent Cutoff Date | |
| n | 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. |
Purchase Agreement SLM ECFC
2
Guarantor(s):
[TO BE PROVIDED] [SLM TO PROVIDE]
Purchase Agreement SLM ECFC
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 Corporation 00000 Xxxxxxxx Xxx Xxxxxx, Xxxxxxxx 00000 |
Chase Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC | |||||||||||||||
| Lender Code: | ||||||||||||||||
| By: | ||||||||||||||||
| By: | (Signature of Authorized Signatory for Purchaser) | |||||||||||||||
| (Signature of Authorized Officer) | ||||||||||||||||
| Name: | ||||||||||||||||
Name: |
||||||||||||||||
| Title: | ||||||||||||||||
| Title: | Date of Purchase: | |||||||||||||||
Purchase Agreement SLM ECFC
4
Annex I
LOAN TRANSMITTAL SUMMARY FORM
| Principal Balance | ||||
| Additional Loans | as of the related Subsequent Cutoff Date | Purchase Price | ||
Purchase Agreement SLM ECFC
5
