EXHIBIT 99.1
SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Sale Agreement Master Securitization Terms Number 1000 ("Master
Sale Terms") dated as of _____________ ____, 20___ among SLM Education Credit
Funding LLC ("Seller"), [Chase Manhattan Bank USA, National Association , not in
its individual capacity but solely as Interim Eligible Lender Trustee (the
"Interim Eligible Lender Trustee") for the benefit of the Seller under the
Interim Trust Agreement dated as of _____________ ____, 20___ between Seller and
the Interim Eligible Lender Trustee,] Chase Manhattan Bank USA, National
Association, not in its individual capacity but solely as the Trustee [and the
Eligible Lender Trustee], on behalf of SLM Private Credit Student Loan Funding
Trust 200___-___ (the "Trustee"), and SLM Private Credit Student Loan Funding
Trust 200___-___ (the "Purchaser"), shall be effective upon execution by the
parties hereto. References to the Seller herein mean the Interim Eligible Lender
Trustee, and references to the Purchaser mean the Eligible Lender Trustee, for
all purposes involving the holding or transferring of legal title to the Trust
Student Loans.
WHEREAS, the Seller is the owner of certain [student loans guaranteed
under the Higher Education Act] and certain student loans made under programs
other than the Higher Education Act;
[WHEREAS, legal title to such loans is vested in the Interim Eligible
Lender Trustee, as trustee for the benefit of the Seller as the sole
beneficiary;]
WHEREAS, Seller may desire to sell its interest in such loans from time
to time and Purchaser may desire to purchase such loans from Seller;
WHEREAS, the Trustee is willing to hold legal title to, and serve as
trustee [and eligible lender trustee] with respect to, such loans for the
benefit of the Purchaser;
NOW, THEREFORE, in connection with the mutual promises contained
herein, the parties hereto agree as follows:
SECTION 1. TERMS
These Master Sale Terms establish the terms under which Seller (and
with respect to legal title, [the Interim Eligible Lender Trustee for the
benefit of Seller)] may sell and Purchaser (and with respect to legal title, the
Eligible Lender Trustee on behalf of the Purchaser) may purchase the Loans (and
all obligations of the Borrowers thereunder) specified on each Sale Agreement ("
Sale Agreement") as the parties may execute from time to time pursuant to these
Master Sale Terms. Each such Sale Agreement shall be substantially in the form
of Attachment A hereto, incorporating by reference the terms of these Master
Sale Terms, and shall be a separate agreement among Seller, Purchaser, Trustee
on behalf of Purchaser, [and the Interim Eligible Lender Trustee] for the
benefit of Seller with respect to the Loans covered by the terms of such Sale
Agreement for all
1
purposes. If the terms of a Sale Agreement conflict with the terms of these
Master Sale Terms, the terms of such Sale Agreement shall supersede and govern.
SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein shall have the
definitions set forth in Appendix A hereto.
For purposes hereof:
(A) "Account" means all of the Eligible Loans hereunder of one (1)
Borrower that are of the same Loan type made under the identical
subsection of the Higher Education Act and in the same status.
(B) "Xxxx of Sale" means that document executed by an authorized
officer of the Seller and the Interim Eligible Lender Trustee for the
benefit of Seller which shall set forth the Loans offered by the Seller
and the Interim Eligible Lender Trustee for the benefit of the Seller
and accepted for purchase by the Eligible Lender Trustee on behalf of
the Purchaser and which shall sell, assign and convey to the Eligible
Lender Trustee on behalf of the Purchaser and its assignees all right,
title and interest of the Seller and of the Interim Eligible Lender
Trustee for the benefit of the Seller in the Loans listed on the Xxxx
of Sale and will certify that the representations and warranties made
by the Seller pursuant to Section 5(A) of these Master Sale Terms are
true and correct.
(C) "Borrower" means the obligor on a Loan.
(D) "Consolidation Loan" means a Loan made pursuant to and in full
compliance with Section 428C of the Higher Education Act.
(E) "Cutoff Date" means _____________ __, 200___ and, with respect
to subsequent sales hereunder, a date agreed to by Seller and Purchaser
to use in determining the Principal Balance and accrued interest to be
capitalized for purposes of completing the Loan Transmittal Summary
Form.
(F) "Delinquent" means the period any payment of principal or
interest due on the Loan is overdue.
(G) "Eligible Loan" means,
(i) with respect to a FFELP Loan, a Loan offered for sale by
Seller under the Sale Agreement which as of the Cutoff Date is
current or no more Delinquent than permitted under the Sale
Agreement in payment of principal or interest and which meets
the following criteria as of the effective date of the Xxxx of
Sale:
2
(i) is a Xxxxxxxx Loan, a PLUS Loan or a SLS Loan and
is not a Consolidation Loan;
(ii) is owned by Seller and is fully disbursed;
(iii) is guaranteed as to principal and interest by
the applicable Guarantor to the maximum extent
permitted by the Higher Education Act for such Loan;
(iv) bears interest at a stated rate of not less than
the maximum rate permitted under the Higher Education
Act for such Loan;
(v) is eligible for the payment of the quarterly
special allowance at the full and undiminished rate
established under the formula set forth in the Higher
Education Act for such Loan;
(vi) if not yet in repayment status, is eligible for
the payment of interest benefits by the Secretary or,
if not so eligible, is a Loan for which interest
either is billed quarterly to Borrower or deferred
until commencement of the repayment period, in which
case such accrued interest is subject to
capitalization to the full extent permitted by the
applicable Guarantor;
(vii) is supported by the following documentation:
(a) for each Loan:
1. loan application, and any
supplement thereto,
2. original promissory note and
any addendum thereto or a certified
copy thereof if more than one loan
is represented by a single
promissory note and all loans so
represented are not being sold at
the same time,
3. evidence of guarantee,
4. any other document and/or
record which Purchaser may be
required to retain pursuant to the
Higher Education Act; and
(b) for each Loan only if applicable:
1. payment history (or similar
document) including (i) an
indication of the Principal Balance
3
and the date through which interest
has been paid, each as of the Cutoff
Date and (ii) an accounting of the
allocation of all payments by
Borrower or on Borrower's behalf to
principal and interest on the Loan,
2. documentation which supports
periods of current or past deferment
or past forbearance,
3. a collection history, if the
Loan was ever in a delinquent
status, including detailed summaries
of contacts and including the
addresses or telephone numbers used
in contacting or attempting to
contact Borrower and any endorser
and, if required by the Guarantor,
copies of all letters and other
correspondence relating to due
diligence processing,
4. evidence of all requests for
skip-tracing assistance and current
address of Borrower, if located,
5. evidence of requests for
pre-claims assistance, and evidence
that the Borrower's school(s) have
been notified,
6. a record of any event
resulting in a change to or
confirmation of any data in the Loan
file; or
(ii) with respect to a Private Credit Loan, a Loan offered for
sale by Seller under the Sale Agreement which as of the Cutoff
Date is current or no more Delinquent than permitted under the
Sale Agreement in payment of principal or interest and which
meets the following criteria as of the effective date of the
Xxxx of Sale:
(i)is owned by Seller and is fully disbursed;
(ii) bears interest at a stated rate of not more than
the maximum rate permitted under applicable law;
(iii) is supported by the following documentation:
(a) for each Loan:
1. loan application, and any
supplement thereto,
4
2. original promissory note and
any addendum thereto or a certified copy
thereof if more than one loan is represented
by a single promissory note and all loans so
represented are not being sold at the same
time,
3. any other document and/or
record which Purchaser may be required to
retain pursuant to the Loan Program under
which the Loan was originated and
(b) for each Loan only if applicable:
1. payment history (or similar
document) including (i) an
indication of the Principal Balance
and the date through which interest
has been paid, each as of the Cutoff
Date and (ii) an accounting of the
allocation of all payments by
Borrower or on Borrower's behalf to
principal and interest on the Loan,
2. documentation which supports
periods of current or past
deferment or past forbearance,
3. a collection history, if the
Loan was ever in a delinquent
status, including detailed summaries
of contacts and including the
addresses or telephone numbers used
in contacting or attempting to
contact Borrower and any endorser
and, if required by the Guarantor,
copies of all letters and other
correspondence relating to due
diligence processing,
4. evidence of all requests for
skip-tracing assistance and current
address of Borrower, if located,
5. evidence of requests for
pre-claims assistance, and evidence
that the Borrower's school(s) have
been notified,
6. a record of any event
resulting in a change to or
confirmation of any data in the Loan
file.
(H) "Excess Distribution Certificate" means the certificate, substantially
in the form of Exhibit C to the Trust Agreement, evidencing the right to receive
payments thereon as set forth in Section 2.8.1_____ of the Administration
Agreement.
5
(I) "Initial Payment" means the dollar amount specified in the
applicable Sale Agreement.
(J) "Loan" means the Note or Notes offered for sale pursuant to
the Sale Agreement and related documentation together with any
guaranties and other rights relating thereto including, without
limitation, Interest Subsidy Payments and Special Allowance Payments,
if any.
(K) "Loan Transmittal Summary Forms" means the forms provided to
Seller by Purchaser and completed by Seller which list, by Borrower,
the Loans subject to the Xxxx of Sale and the outstanding Principal
Balance and accrued interest thereof as of the Cutoff Date.
(L) "Note" means the promissory note of the Borrower and any
amendment thereto evidencing the Borrower's obligation.
(M) "PLUS Loan" means a Loan which was made pursuant to the PLUS
Program established under Section 428B of the Higher Education Act (or
predecessor provisions).
(N) "Principal Balance" means the outstanding principal amount of
the Loan, plus interest expected to be capitalized (if any), less
amounts which may not be insured (such as late charges).
(O) "Purchase Price" means the Initial Payment and the Excess
Distribution Certificate.
(P) "Secretary" means the United States Secretary of Education or
any successor.
(Q) "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.
(R) "Xxxxxxxx Loans" means Subsidized Xxxxxxxx Loans and
Unsubsidized Xxxxxxxx Loans.
(S) "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.
(T) "Unsubsidized Xxxxxxxx Loan" means a Loan made pursuant to
Section 428H of the Higher Education Act.
SECTION 3. SALE/PURCHASE
6
(A) Consummation of Sale and Purchase
The sale and purchase of Eligible Loans pursuant to a Sale
Agreement shall be consummated upon Purchaser's receipt from the Seller
[and the Interim Eligible Lender Trustee for the benefit of the Seller]
of the Xxxx of Sale and the payment by Purchaser to Seller of the
Initial Payment and the issuance to the Seller of the Excess
Distribution Certificate, and when consummated such sale and purchase
shall be effective as of the date of the Xxxx of Sale. Seller and
Purchaser shall use their best efforts to perform promptly their
respective obligations pursuant to such Sale Agreement.
(B) Settlement of the Initial Payment
Purchaser on the date of the Xxxx of Sale shall pay Seller the
Initial Payment by wire transfer in immediately available funds to the
account specified by Seller.
(C) Interest Subsidy And Special Allowance Payments And Rebate
Fees, if any.
On the Cutoff Date, Seller shall be entitled to all Interest
Subsidy Payments and Special Allowance Payments on the Loans, if any,
and shall be responsible for the payment of any rebate fees applicable
to the Consolidation Loans subject to each Xxxx of Sale accruing up to
but not including the Closing Date. The Purchaser and the Eligible
Lender Trustee for the benefit of Purchaser shall be entitled to all
Special Allowance Payments and Interest Subsidy Payments and shall be
responsible for the payment of any rebate fees accruing from the Cutoff
Date in the case of Special Allowance Payments and Interest Subsidy
Payments and the Closing Date in the case of any rebate fees.
(D) Special Programs
In consideration of the sale of the Eligible Loans under these
Master Sale Terms and each Sale Agreement, Purchaser agrees to cause
the Servicer to offer borrowers of Trust Student Loans all special
programs whether or not in existence as of the date of any Sale
Agreement generally offered to the obligors of comparable loans owned
by Xxxxxx Mae subject to the terms and conditions of Section 3.12 of
the Servicing Agreement.
SECTION 4. CONDITIONS PRECEDENT TO SALE AND PURCHASE
(A) Activities Prior to the Sale
7
Following the execution of a Sale Agreement, Seller shall
provide any assistance requested by Purchaser in determining that all
required documentation on the Loans is present and correct.
(B) Continued Servicing
Seller shall service, or cause to be serviced, all Loans as
required under the Higher Education Act until the date of the Xxxx of
Sale.
(C) Xxxx of Sale/Loan Transmittal Summary Form
Seller shall deliver to Purchaser:
(i) a Xxxx of Sale executed by an authorized officer of the
Seller and the Interim Eligible Lender Trustee for the benefit
of the Seller, covering Loans offered by the Seller and
accepted by Purchaser as set forth thereon, selling, assigning
and conveying to the Eligible Lender Trustee for the benefit
of the Purchaser and its assignees all right, title and
interest of the Seller and the Interim Eligible Lender Trustee
for the benefit of the Seller, including the insurance
interest of the Interim Eligible Lender Trustee for the
benefit of the Seller, in each of the Loans, and stating that
the representations and warranties made by Seller in Section 5
of these Master Sale Terms are true and correct on and as of
the date of the Xxxx of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the Xxxx
of Sale, identifying each of the Eligible Loans which is the
subject of the Xxxx of Sale and setting forth the unpaid
Principal Balance of each such Loan.
(D) Endorsement
The Seller shall provide a blanket endorsement transferring
the entire interest of the Seller [and the Interim Eligible Lender
Trustee for the benefit of Seller] in the Loans to the Trustee for the
benefit of the Purchaser with the form of endorsement provided for in
the Sale Agreement.
At the direction of and in such form as Purchaser may
designate, the Seller also agrees to individually endorse any Eligible
Loan as Purchaser may request from time to time.
(E) Officer's Certificate
Seller shall furnish to Purchaser, with each Xxxx of Sale
provided in connection with each sale of Loans pursuant to these Master
Sale Terms, an Officer's Certificate, dated as of the date of such Xxxx
of Sale.
8
(F) Loan Transfer Statement
Upon Purchaser's request, Seller shall deliver to Purchaser
one (1) or more Loan Transfer Statements (Department Form OE 1074 or
its equivalent) provided by Purchaser, executed by the [Interim Trustee
for the benefit of the] Seller and dated the date of the Xxxx of Sale.
Seller agrees that Purchaser and the Trustee may use the Xxxx of Sale,
including the Loan Transmittal Summary Form attached to the Xxxx of
Sale, in lieu of OE Form 1074, as official notification to the
Guarantor of the assignment by the [Interim Eligible Lender Trustee for
the benefit of the] Seller to the Trustee for the benefit of the
Purchaser of the Loans listed on the Xxxx of Sale.
(G) Power of Attorney
Seller [and the Interim Eligible Lender Trustee] hereby grant
to the Trustee on behalf of the Purchaser an irrevocable power of
attorney, which power of attorney is coupled with an interest, to
individually endorse or cause to be individually endorsed in the name
of the Seller [and the Interim Eligible Lender Trustee for the benefit
of the Seller] any Eligible Loan to evidence the transfer of such
Eligible Loan to the Trustee on behalf of the Purchaser and to transfer
or to cause to be transferred physical possession of any Note from
Xxxxxx Xxx or the Servicer to the Trustee or the Indenture Trustee or
any other custodian on behalf of either of them.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF SELLER AND ELIGIBLE LENDER TRUSTEE
(A) General
Seller represents and warrants to Purchaser that with respect to a
portfolio of Loans as of the date of each Sale Agreement and Xxxx of Sale;
(i) [The Interim Eligible Lender Trustee is an eligible
lender or other qualified holder of loans originated pursuant
to the Federal Family Education Loan Program established under
the Higher Education Act];
(ii) The [Interim Eligible Lender Trustee and the] Seller are
duly organized and existing under the laws of the applicable
jurisdiction;
(iii) The [Interim Eligible Lender Trustee and the Seller]
have all requisite power and authority to enter into and to
perform the terms of these Master Sale Terms and each Sale
Agreement; and
(iv) The [Interim Eligible Lender Trustee and the] Seller
will not, with respect to any Loan purchased under Sale
Agreements executed pursuant to these Master Sale Terms, agree
to release any Guarantor from any of its
9
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 Purchaser.
(B) Particular
Seller represents and warrants to Purchaser as to the Loans
purchased by Purchaser under each Sale Agreement and each Xxxx of Sale
executed pursuant to these Master Sale Terms:
(i) The [Interim Eligible Lender Trustee for the benefit of
the] Seller has good and marketable title to, and is the sole
owner of, the Loans, free and clear of all security interests,
liens, charges, claims, offsets, defenses, counterclaims or
encumbrances of any nature and no right of rescission,
offsets, defenses, or counterclaims have been asserted or
threatened with respect to the Loans;
(ii) This Agreement creates a valid and continuing security
interest (as defined in the applicable UCC) in the Loans in
favor of the Trustee, which security interest is prior to all
other security interests, liens, charges, claims, offsets,
defenses, counterclaims or encumbrances, and is enforceable as
such as against creditors of and purchasers from [the Interim
Eligible Lender Trustee and] the Seller;
(iii) The Loans constitute "instruments" within the meaning of
the applicable UCC and are within the coverage of Sections
432(m)(1)(E) and 439(d)(3) of the Higher Education Act;
(iv) The Loans are Eligible Loans and the description of the
Loans set forth in the Sale Agreement and the Loan Transmittal
Summary Form is true and correct;
(v) The [Interim Eligible Lender Trustee and the] Seller are
authorized to sell, assign, transfer and repurchase the Loans;
and the sale, assignment and transfer of such Loans is or, in
the case of a Loan repurchased by the Seller [and or the
Interim Eligible Lender Trustee], will be made pursuant to and
consistent with the laws and regulations under which the
Seller and the Interim Eligible Lender Trustee operate, and
will not violate any decree, judgment or order of any court or
agency, or conflict with or result in a breach of any of the
terms, conditions or provisions of any agreement or instrument
to which [the Interim Eligible Lender Trustee or] the Seller
is a party or by which the [Interim Eligible Lender Trustee
or] Seller or its property is bound, or constitute a default
(or an event which could constitute a default with the passage
of time or notice or both) thereunder;
10
(vi) The Loans are each in full force and effect in
accordance with their terms and are legal, valid and binding
obligations of the respective Borrowers thereunder subject to
no defenses (except the defense of infancy);
(vii) No consents and approvals are required by the terms of
the Loans to the sale of the Loans hereunder to the Seller
[Interim Eligible Lender Trustee];
(viii) Each FFELP Loan has been duly made and serviced in
accordance with the provisions of the Federal Family Education
Loan Program established under the Higher Education Act, and
has been duly insured by a Guarantor; such guarantee is in
full force and effect and is freely transferable to the
Trustee, in its capacity as Eligible Lender Trustee, for the
benefit of the Purchaser as an incident to the purchase of
each Loan; and all premiums due and payable to such Guarantor
shall have been paid in full as of the date of the Xxxx of
Sale;
(ix) Any payments on the Loans received by [the Interim
Eligible Lender Trustee for the benefit of] the Seller which
have been allocated to reduction of principal and interest on
such Loans have been allocated on a simple interest basis; the
information with respect to the Loans as of the Cutoff Date as
stated on the Loan Transmittal Summary Form is true and
correct;
(x) Due diligence and reasonable care have been exercised
in the making, administering, servicing and collecting the
Loans and, with respect to any Loan for which repayment terms
have been established, all disclosures of information required
to be made pursuant to the Higher Education Act, as
applicable, have been made;
(xi) All origination fees with respect to the FFELP Loans
authorized to be collected pursuant to Section 438 of the
Higher Education Act have been paid to the Secretary;
(xii) Each Loan has been duly made and serviced in accordance
with the provisions of all applicable federal and state laws;
(xiii) No Loan is more than one hundred and twenty (120) days
Delinquent as of the Cutoff Date and no default, breach,
violation or event permitting acceleration under the terms of
any Loan has arisen; and neither the Seller nor any
predecessor holder of any Loan has waived any of the foregoing
other than as permitted by the Basic Documents;
11
(xiv) It is the intention of Seller, [the Interim Eligible
Lender Trustee,] the Trustee, and the Purchaser, and the
Seller hereby warrants, that the transfer and assignment
herein contemplated constitute a valid sale of the Loans from
Seller [and the Interim Eligible Lender Trustee] to the
Trustee for the benefit of Purchaser and that the beneficial
interest in and title to such Loans not be part of the
Seller's estate in the event of the bankruptcy of the Seller
or the appointment of a receiver with respect to Seller;
(xv) The [Interim Eligible Lender Trustee and the] Seller
have caused or will have caused, within ten days, the filing
of all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under applicable law
in order to perfect the security interest in the Loans granted
to the Trustee hereunder;
(xvi) There is only one original executed copy of the
promissory note evidencing each Loan. The Seller [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 Loans. The Notes that
constitute or evidence the Loans do not have any marks or
notations indicating that they have been pledged, assigned or
otherwise conveyed to any Person other than the Trustee. All
financing statements filed or to be filed against the Interim
Eligible Lender Trustee and the Seller in favor of the Trustee
in connection herewith describing the Loans contain a
statement to the following effect: "A purchase of or security
interest in any collateral described in this financing
statement will violate the rights of the Trustee;"
(xvii) Other than the security interest granted to the
Trustee pursuant to this Agreement, the Seller and the Interim
Eligible Lender Trustee have not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of
the Loans. The Seller and the Interim Eligible Lender Trustee
have not authorized the filing of and are not aware of any
financing statements against the Seller or the Interim
Eligible Lender Trustee that include a description of
collateral covering the Loans other than any financing
statement relating to the security interest granted to the
Trustee hereunder or that has been terminated. The Seller and
the Interim Eligible Lender Trustee are not aware of any
judgment or tax lien filings against the Seller [or the
Interim Eligible Lender Trustee]; and
(xviii) No Borrower of any Loan as of the Cutoff Date is noted
in the related Loan File as being currently involved in a
bankruptcy proceeding.
(C) The Trustee and the Purchaser represent and warrant that as of the date of
each Sale Agreement and each Xxxx of Sale:
12
(i) The Trustee is duly organized and validly existing in good
standing under the laws of its governing jurisdiction and has an office
located within the State of Delaware. It has all requisite corporate power
and authority to execute, deliver and perform its obligations under this
Sale Agreement;
(ii) The Trustee has taken all corporate action necessary to
authorize the execution and delivery by it of these Master Sale Terms and
each Sale Agreement, and these Master Sale Terms and each Sale Agreement
have been and will be executed and delivered by one of its officers who is
duly authorized to execute and deliver the Sale Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these Master
Sale Terms and each Sale Agreement, nor the consummation by it of the
transactions contemplated hereby or thereby nor compliance by it with any
of the terms or provisions hereof or thereof will contravene any Federal or
Delaware state law, governmental rule or regulation governing the banking
or trust powers of the 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 Trustee, if required, 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 which are also FFELP Loans
as contemplated by these Master Sale Terms and each Sale Agreement and the
other Basic Documents, it has a lender identification number with respect
to the Trust Student Loans from the Department and has in effect a
Guarantee Agreement with each of the Guarantors with respect to such Trust
Student Loans.
SECTION 6. PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
Each party to this Agreement shall give notice to the other such parties
and to the Servicer, the Administrator and Xxxxxx Xxx promptly, in writing, upon
the discovery of any breach of Seller's representations and warranties made
pursuant to Section 5 hereof which has a materially adverse effect on the
interest of the Purchaser in any Trust Student Loan. In the event of such a
material breach which is not curable by reinstatement of the applicable
Guarantor's guarantee of such Trust Student Loan, Seller shall repurchase any
affected Trust Student Loan not later than 120 days following the earlier of the
date of discovery of such material breach and the date of receipt of the
Guarantor reject transmittal form with respect to such Trust Student Loan. In
the event of such a material breach which is curable by reinstatement of the
applicable Guarantor's guarantee of such Trust Student Loan, unless the material
breach shall have been cured within 360 days following the earlier of the date
of discovery of such material breach and the date of receipt of the Guarantor
reject transmittal form with respect to such Trust Student Loan, the Seller
shall purchase such Trust Student Loan not later than the sixtieth day following
the end of such 360-day period. The Seller shall also remit as provided in
Section 2.6 of
13
the Administration Agreement on the date of purchase of any Trust Student Loan
pursuant to this Section 6 an amount equal to all non-guaranteed interest
amounts and forfeited Interest Subsidy Payments and Special Allowance Payments
with respect to such Trust Student Loan. In consideration of the purchase of any
such Trust Student Loan pursuant to this Section 6, the Seller shall remit the
Purchase Amount in the manner specified in Section 2.6 of the Administration
Agreement.
In addition, if any breach of Section 5 hereof by the Seller does not
trigger such purchase obligation but does result in the refusal by a Guarantor
to guarantee all or a portion of the accrued interest (or any obligation of the
Purchaser to repay such interest to a Guarantor), or the loss (including any
obligation of the Purchaser to repay the Department) of Interest Subsidy
Payments and Special Allowance Payments, with respect to any Trust Student Loan
affected by such breach, then the Seller shall reimburse the Purchaser by
remitting an amount equal to the sum of all such non-guaranteed interest amounts
and such forfeited Interest Subsidy Payments or Special Allowance Payments in
the manner specified in Section 2.6 of the Administration Agreement not later
than (i) the last day of the next Collection Period ending not less than 60 days
from the date of the Guarantor's refusal to guarantee all or a portion of
accrued interest or loss of Interest Subsidy Payments or Special Allowance
Payments, or (ii) in the case where the Seller reasonably believes such losses
are likely to be collected, not later than the last day of the next Collection
Period ending not less than 360 days from the date of the Guarantor's refusal to
guarantee all or a portion of accrued interest or loss of Interest Subsidy
Payments or Special Allowance Payments. At the time such payment is made, the
Seller shall not be required to reimburse the Purchaser for interest that is
then capitalized, however, such amounts shall be reimbursed if the borrower
subsequently defaults and such capitalized interest is not paid by the
Guarantor.
Anything in this Section 6 to the contrary notwithstanding, if as of the
last Business Day of any month the aggregate outstanding principal amount of
Trust Student Loans with respect to which claims have been filed with and
rejected by a Guarantor or with respect to which the Servicer determines that
claims cannot be filed pursuant to the Higher Education Act as a result of a
breach by the Seller or the Servicer, exceeds 1% of the Pool Balance, the Seller
or the Servicer shall purchase, within 30 days of a written request of the
Trustee or the Indenture Trustee, such affected Trust Student Loans in an
aggregate principal amount such that after such purchase the aggregate principal
amount of such affected Trust Student Loans is less than 1% of the Pool Balance.
The Trust Student Loans to be purchased by the Seller or the Servicer pursuant
to the preceding sentence shall be based on the date of claim rejection (or the
date of notice referred to in the first sentence of this Section 6), with Trust
Student Loans with the earliest such date to be purchased first.
In lieu of repurchasing Trust Student Loans pursuant to this Section 6, the
Seller may, at its option, substitute Eligible Loans or arrange for the
substitution of Eligible Loans which are substantially similar on an aggregate
basis as of the date of substitution to the Trust Student Loans for which they
are being substituted with respect to the following characteristics:
14
(1) status (i.e., in-school, grace, deferment, forbearance or
repayment),
(2) program type (i.e., Unsubsidized Xxxxxxxx, Subsidized Xxxxxxxx,
Consolidation (pre-1993 vs. post-1993), PLUS or SLS),
(3) school type,
(4) total return,
(5) principal balance, and
(6) remaining term to maturity.
In addition, each substituted Eligible Loan will comply, as of the date of
substitution, with all of the representations and warranties made hereunder. In
choosing Eligible Loans to be substituted pursuant to this Section 6, the Seller
shall make a reasonable determination that the Eligible Loans to be substituted
will not have a material adverse effect on the Noteholders.
In the event that Seller elects to substitute Eligible Loans pursuant to
this Section 6, the Seller will remit to the Administrator the amount of any
shortfall between the Purchase Amount of the substituted Eligible Loans and the
Purchase Amount of the Trust Student Loans for which they are being substituted.
The Seller shall also remit to the Administrator an amount equal to all
non-guaranteed interest amounts and forfeited Interest Subsidy Payments and
Special Allowance Payments with respect to the Trust Student Loans in the manner
provided in Section 2.6 of the Administration Agreement. The sole remedy of the
Purchaser, the Trustee and the Noteholders and the Certificateholders with
respect to a breach by the Seller pursuant to Section 5 hereof shall be to
require the Seller to purchase Trust Student Loans, to reimburse the Purchaser
as provided above or to substitute Student Loans pursuant to this Section.
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.
15
SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS
AND FORWARD COMMUNICATIONS
(A) Any payment received by Seller with respect to amounts accrued
after the Date of the Xxxx of Sale for any Loan sold to Purchaser,
which payment is not reflected in the Loan Transmittal Summary Form,
shall be received by Seller in trust for the account of Purchaser and
the Seller hereby disclaims any title to or interest in any such
amounts. Within two (2) business days following the date of receipt,
Seller shall remit to Purchaser an amount equal to any such payments
along with a listing on a form provided by Purchaser identifying the
Loans with respect to which such payments were made, the amount of each
such payment and the date each such payment was received.
(B) Any written communication received at any time by Seller with
respect to any Loan subject to any Sale Agreement shall be transmitted
by Seller to Servicer within two (2) business days of receipt. Such
communications shall include, but not be limited to, letters, notices
of death or disability, notices of bankruptcy, forms requesting
deferment of repayment or loan cancellation, and like documents.
SECTION 8. CONTINUING OBLIGATION OF SELLER
Seller shall provide all reasonable assistance necessary for Purchaser
to resolve account problems raised by any Borrower, the Guarantor or the
Secretary provided such account problems are attributable to or are alleged to
be attributable to (a) an event occurring during the period Seller owned the
Loan, or (b) a payment made or alleged to have been made to Seller. Further, the
Seller agrees to execute any financing statements at the request of the
Purchaser in order to reflect the Purchaser's interest in the Loans.
SECTION 9. LIABILITY OF SELLER; INDEMNITIES
The Seller shall be liable in accordance herewith only to the extent of
the obligations specifically undertaken by the Seller under this Sale Agreement.
(i) The Seller shall indemnify, defend and hold harmless the Purchaser
and the 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 Trustee),
including any sales, gross receipts, general corporation, tangible and
intangible personal property, privilege or license taxes and costs and
expenses in defending against the same.
(ii) The Seller shall indemnify, defend and hold harmless the Purchaser
and the Trustee in its individual capacity and their officers,
directors, employees and agents of the Purchaser and the Trustee from
and against any and all costs,
16
expenses, losses, claims, damages and liabilities arising out of, or
imposed upon such Person through, the Seller's willful misfeasance, bad
faith or gross negligence in the performance of its duties under the
Sale Agreement, or by reason of reckless disregard of its obligations
and duties under the Sale Agreement.
(iii) The Seller shall be liable as primary obligor for, and shall
indemnify, defend and hold harmless the Trustee in its individual
capacity and its officers, directors, employees and agents from and
against, all costs, expenses, losses, claims, damages, obligations and
liabilities arising out of, incurred in connection with or relating to
the Sale Agreement, the other Basic Documents, the acceptance or
performance of the trusts and duties set forth herein and in the Sale
Agreement or the action or the inaction of the 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 Trustee,
(b) shall arise from any breach by the Trustee of its covenants in its
individual capacity under any of the Basic Documents; or (c) shall
arise from the breach by the Trustee of any of its representations or
warranties in its individual capacity set forth in these Master Sale
Terms or any Sale Agreement. In the event of any claim, action or
proceeding for which indemnity will be sought pursuant to this
paragraph, the Trustee's choice of legal counsel shall be subject to
the approval of the Seller, which approval shall not be unreasonably
withheld.
Indemnification under this Section shall survive the resignation or
removal of the Trustee and the termination of these Master Sale Terms and shall
include reasonable fees and expenses of counsel and expenses of litigation. If
the Seller shall have made any indemnity payments pursuant to this Section and
the Person to or for the benefit of whom such payments are made thereafter shall
collect any of such amounts from others, such Person shall promptly repay such
amounts to the Seller, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF SELLER
Any Person (a) into which the Seller may be merged or consolidated, (b)
which may result from any merger or consolidation to which the Seller shall be a
party or (c) which may succeed to the properties and assets of the Seller
substantially as a whole, shall be the successor to the Seller without the
execution or filing of any document or any further act by any of the parties to
these Master Sale Terms; provided, however, that the Seller hereby covenants
that it will not consummate any of the foregoing transactions except upon
satisfaction of the following: (i) the surviving Person, if other than the
Seller, executes an agreement of assumption to perform every obligation of the
Seller under these Master Sale Terms, (ii) immediately after giving effect to
such transaction, no representation or warranty made pursuant to Section 5
herein shall have been breached, (iii) the surviving Person, if other than the
Seller, shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel each stating that such consolidation,
17
merger or succession and such agreement of assumption comply with this Section
and that all conditions precedent, if any, provided for in these Master Sale
Terms relating to such transaction have been complied with, and that the Rating
Agency Condition shall have been satisfied with respect to such transaction,
(iv) if the Seller is not the surviving entity, such transaction will not result
in a material adverse Federal or state tax consequence to the Purchaser or the
Noteholders or the Certificateholders and (v) if the Seller is not the surviving
entity, the Seller shall have delivered to the Trustee an Opinion of Counsel
either (A) stating that, in the opinion of such counsel, all financing
statements and continuation statements and amendments thereto have been executed
and filed that are necessary fully to preserve and protect the interest of the
Purchaser and the Trustee, respectively, in the Loans and reciting the details
of such filings, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interests.
SECTION 11. LIMITATION ON LIABILITY OF SELLER AND OTHERS
The Seller and any director or officer or employee or agent thereof may
rely in good faith on the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder (provided that such reliance shall not limit in any way the
Seller's obligations under Section 5 herein). The Seller shall not be under any
obligation to appear in, prosecute or defend any legal action that shall not be
incidental to its obligations under these Master Sale Terms or any Sale
Agreement, and that in its opinion may involve it in any expense or liability.
Except as provided herein, the repurchase (or substitution) and reimbursement
obligations of Seller will constitute the sole remedy available to Purchaser for
uncured breaches; provided, however, that the information with respect to the
Loans listed on the Xxxx of Sale may be adjusted in the ordinary course of
business subsequent to the date of the Xxxx of Sale and to the extent that the
aggregate Principal Balance listed on the Xxxx of Sale is less than the
aggregate Principal Balance stated on the Xxxx of Sale, Seller shall remit such
amount to the Trustee for the benefit of the Purchaser. Such reconciliation
payment shall be made from time to time but no less frequently than
semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF TRUSTEE
Notwithstanding anything contained herein to the contrary, these Master
Sale Terms and any Sale Agreement have been signed by Chase Manhattan Bank USA,
National Association not in its individual capacity but solely in its capacity
as Trustee [and Eligible Lender Trustee] for the Purchaser [and the Interim
Eligible Lender Trustee for the Seller], as the case may be, and in no event
shall Chase Manhattan Bank USA, National Association in its individual capacity,
have any liability for the representations, warranties, covenants, agreements or
other obligations of the Trustee, the Interim Eligible Lender Trustee, the
Purchaser or of the Seller, respectively, under these Master Sale Terms or any
Sale Agreement or in any of the certificates, notices or agreements delivered
pursuant hereto, as to all of which recourse shall be had solely to the assets
of the Purchaser or the Seller, as the case may be.
18
SECTION 13. EXPENSES
Except as otherwise provided herein, each party to these Master Sale Terms
or any Sale Agreement shall pay its own expense incurred in connection with the
preparation, execution and delivery of these Master Sale Terms or any Sale
Agreement and the transactions contemplated herein or therein.
SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION
All covenants, agreements, representations and warranties made herein and
in or pursuant to any Sale Agreements executed pursuant to these Master Sale
Terms shall survive the consummation of the purchase of the Loans provided for
in each Sale Agreement. All covenants, agreements, representations and
warranties made or furnished pursuant hereto by or for the benefit of Seller
shall bind and inure to the benefit of any successors or assigns of Purchaser
and shall survive with respect to each Loan. Each Sale Agreement supersedes all
previous agreements and understandings between Purchaser and Seller with respect
to the subject matter thereof. A Sale Agreement may be changed, modified or
discharged, and any rights or obligations hereunder may be waived, only by a
written instrument signed by a duly authorized officer of the party against whom
enforcement of any such waiver, change, modification or discharge is sought. The
waiver by Purchaser of any covenant, agreement, representation or warranty
required to be made or furnished by Seller or the waiver by Purchaser of any
provision herein contained or contained in any Sale Agreement shall not be
deemed to be a waiver of any breach of any other covenant, agreement,
representation, warranty or provision herein contained or contained in any Sale
Agreement, nor shall any waiver or any custom or practice which may evolve
between the parties in the administration of the terms hereof or of any Sale
Agreement, be construed to lessen the right of Purchaser to insist upon the
performance by Seller in strict accordance with said terms.
SECTION 15. COMMUNICATION AND NOTICE REQUIREMENTS
All communications, notices and approvals provided for hereunder shall be
in writing and mailed or delivered to Seller or Purchaser, as the case may be,
addressed as set forth in the Sale Agreement or at such other address as either
party may hereafter designate by notice to the other party. Notice given in any
such communication, mailed to Seller or Purchaser by appropriately addressed
registered mail, shall be deemed to have been given on the day following the
date of such mailing.
SECTION 16. FORM OF INSTRUMENTS
All instruments and documents delivered in connection with these Master
Sale Terms and any Sale Agreement, and all proceedings to be taken in connection
with these Master Sale Terms and any Sale Agreement and the transactions
contemplated herein and therein, shall be in a form as set forth in the
attachments hereto, and Purchaser shall have received copies of such documents
as it or its counsel shall reasonably request in connection therewith. Any
instrument or document which is substantially in the same
19
form as an Attachment hereto or a recital herein will be deemed to be
satisfactory as to form.
SECTION 17. AMENDMENT
These Master Sale Terms and any Sale Agreement may be amended by the
parties thereto without the consent of the related Noteholders for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of such Master Sale Terms and Sale Agreements or of modifying in any
manner the rights of such Noteholders ; provided that such action will not, in
the opinion of counsel satisfactory to the related Indenture Trustees,
materially and adversely affect the interest of any such Noteholder .
In addition, these Master Sale Terms and any Sale Agreement may also be
amended from time to time by the Seller, the Interim Eligible Lender Trustee,
the Trustee and the Purchaser, with the consent of the Noteholders of Notes
evidencing a majority of the Outstanding Amount of the Notes, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of these Master Sale Terms or any Sale Agreement or of modifying in
any manner the rights of the Noteholders; provided, however, that no such
amendment shall (a) increase or reduce in any manner the amount of, or
accelerate or delay the time of, collections of payments with respect to Loans
or distributions that shall be required to be made for the benefit of the
Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of
the Notes, the Noteholders of which are required to consent to any such
amendment, without the consent of all outstanding Noteholders.
Promptly after the execution of any such amendment or consent (or, in the
case of the Rating Agencies, five Business Days prior thereto), the Trustee
shall furnish written notification of the substance of such amendment or consent
to the Indenture Trustee, and each of the Rating Agencies.
It shall not be necessary for the consent of Noteholders pursuant to this
Section to approve the particular form of any proposed amendment or consent, but
it shall be sufficient if such consent shall approve the substance thereof.
Prior to the execution of any amendment to these Master Sale Terms, the
Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating
that execution of such amendment is authorized or permitted by this Sale
Agreement and the Opinion of Counsel referred to in Section 7.1 I(i) of the
Administration Agreement. The Trustee may, but shall not be obligated to, enter
into any such amendment which affects the Trustee's own rights, duties or
immunities under this Agreement or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Sale Terms, Seller
[and the Interim Eligible Lender Trustee] shall not acquiesce, petition or
otherwise invoke or
20
cause Purchaser to invoke the process of any court or government authority for
the purpose of commencing or sustaining a case against Purchaser under any
Federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of Purchaser or any substantial part of its property, or ordering the winding up
or liquidation of the affairs of the Purchaser.
Notwithstanding any prior termination of these Master Sale Terms, the
Trustee and the Purchaser shall not acquiesce, petition or otherwise invoke or
cause Seller to invoke the process of commencing or sustaining a case against
the Seller under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of Seller or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Purchaser.
SECTION 19. ASSIGNMENT
Seller [and the Interim Eligible Lender Trustee each] hereby assigns its
entire right, title and interest as purchaser and as the Interim Eligible Lender
Trustee under the Purchase Agreement Master Securitization Terms Number 1000 and
any Purchase Agreement thereunder to Purchaser as of the date hereof and
acknowledges that the Purchaser and the Trustee on behalf of the Purchaser will
assign the same, together with the right, title and interest of the Purchaser
and the Trustee hereunder, to the Indenture Trustee under the Indenture.
SECTION 20. GOVERNING LAW
These Master Sale Terms and any Sale Agreements shall be governed by and
construed in accordance with the laws of the State of New York without reference
to its conflict of law provisions, and the obligations, rights and remedies of
the parties, hereunder shall be determined in accordance with such laws.
21
SLM EDUCATION CREDIT FUNDING LLC SLM PRIVATE CREDIT STUDENT LOAN
(Seller) FUNDING TRUST 200___-___
(Purchaser)
by Chase Manhattan Bank USA, National
Association, not in its individual
capacity but solely as the Trustee
By: __________________________ By: ____________________________
Name: ________________________ Name: __________________________
Title: _______________________ Title: _________________________
[CHASE MANHATTAN BANK USA, NATIONAL [CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, not in its individual ASSOCIATION, not in its individual
capacity but solely as Interim Eligible capacity but solely as Eligible
Lender Trustee Lender Trustee
By: _________________________
By: ___________________________
Name: _______________________
Name: _________________________
Title: ______________________]
Title: ________________________]
22
SALE AGREEMENT
Dated as of _________________ ___, 200__
SALE AGREEMENT NUMBER 1
Each of [the Chase Manhattan Bank USA, National Association as Interim
Eligible Lender Trustee (the "Interim Eligible Lender Trustee") for the benefit
of] SLM education Credit Funding LLC (the "Seller") and the Seller hereby offer
for sale to the Trustee on behalf of SLM Private Credit Student Loan Trust
200___-___ ("Purchaser") the entire right, title and interest of the Seller and
the Interim Eligible Lender Trustee in the Loans described in the Xxxx of Sale
and Loan Transmittal Summary Form incorporated herein and, to the extent
indicated below, the Trustee on behalf of the Purchaser accepts the Seller's
[and the Interim Eligible Lender Trustee's] offer. In order to qualify as
Eligible Loans, no payment of principal or interest shall be more than one
hundred and twenty (120) days Delinquent as of the Cutoff Date which date shall
be ____________ ___, 200__.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, [each of] the Seller [and the
Interim Eligible Lender Trustee for the benefit of the Seller] hereby sells to
the Trustee for the benefit of the Purchaser the entire right, title and
interest of the Seller and the Interim Eligible Lender Trustee in the Loans
accepted for purchase, subject to all the terms and conditions of the Sale
Agreement Master Securitization Terms Number 1000 ("Master Sale Terms") and
amendments, each incorporated herein by reference, among the Seller, [the
Interim Eligible Lender Trustee,] the Purchaser, and the Trustee. The Initial
Payment of the Loans shall equal $________________ (equal to $____________
(representing the sale price of the Securities less underwriters' commissions
and fees) less $____________ (representing the Reserve Account Initial Deposit)
less $____________ (representing the Capitalized Interest Account Initial
Deposit).
This document shall constitute a Sale Agreement as referred to in the
Master Sale Terms and, except as modified herein, each term used herein shall
have the same meaning as in the Master Sale Terms. All references in the Master
Sale Terms to Loans or Eligible Loans shall be deemed to refer to the Loans
governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all
the representations and warranties contained in the Master Sale Terms and makes
such representations and warranties with respect to the Loans governed by this
Sale Agreement.
[Each of] the Seller [and the Interim Eligible Lender Trustee for the
benefit of the Seller] authorizes the Trustee for the benefit of the Purchaser
to use a copy of the Xxxx of Sale, including the Loan Transmittal Summary Form
attached to the Xxxx of Sale (in lieu of OE Form 1074) as official notification
to the applicable Guarantors of assignment to the Trustee for the benefit of the
Purchaser of the FFELP Loans on the date of purchase.
1
The parties hereto intend that the transfer of Loans described in the Xxxx
of Sale and Loan Transmittal Summary Form be, and be construed as, a valid sale
of such Loans. However, in the event that notwithstanding the intentions of the
parties, such transfer is deemed to be a transfer for security, then [each of
the Interim Eligible Lender Trustee and] the Seller hereby grants to the
Eligible Lender Trustee on behalf of the Purchaser a first priority security
interest in and to all Loans described in the Xxxx of Sale and Loan Transmittal
Summary Form to secure a loan in an amount equal to the Purchase Price of such
Loans.
SLM EDUCATION CREDIT FUNDING LLC SLM PRIVATE CREDIT STUDENT LOAN
(Seller) TRUST 200___-__
(Purchaser)
by Chase Manhattan Bank USA, National
Association, not in its individual capacity
but solely as Eligible Lender Trustee
By: ___________________________ By: ____________________________
Name: _________________________ Name: __________________________
Title _________________________ Title: _________________________
[CHASE MANHATTAN BANK USA, [CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, not in its NATIONAL ASSOCIATION, not in its
individual capacity but solely individual capacity but solely as
as Interim Eligible Lender Trustee Eligible Lender Trustee
By: ___________________________
By: _____________________________
Name: __________________________
Name: ___________________________
Title: ________________________]
Title: __________________________]
2
SALE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED AUGUST 29, 2002
[Chase Manhattan Bank USA, National Association as Interim Eligible
Lender Trustee for the benefit of] SLM Education Credit Funding LLC (the
"Seller"), by execution of this instrument, hereby endorses the attached
promissory note which is one (1) of the promissory notes ("the Notes") described
in the Xxxx of Sale executed by the Seller [and the Interim Eligible Lender
Trustee for the benefit of the Seller] in favor of Chase Manhattan Bank USA,
National Association as the Trustee on behalf of SLM Private Credit Student Loan
Trust 200___-___ (the "Purchaser"). This endorsement is in blank, unrestricted
form and without recourse except as provided in Section 6 of the Master Sale
Terms referred to in the Sale Agreement among Seller, Purchaser, [Interim
Eligible Lender Trustee,] and the Trustee which covers this promissory note.
This endorsement may be effected by attaching either this instrument or
a facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, [the Interim Eligible Lender Trustee for
the benefit of] the Seller agrees to individually endorse each Note in the form
provided by Purchaser as Purchaser may from time to time require or if such
individual endorsement is required by the Guarantor of the Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS
AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE SALE
AGREEMENT MASTER LOAN SECURITIZATION TERMS 1000. BY EXECUTION HEREOF, THE
SELLER ACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE
BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE SALE AGREEMENT (" SALE
AGREEMENT"). THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON PURCHASER'S
PAYMENT TO SELLER OF THE INITIAL PAYMENT AS DEFINED IN THE MASTER SALE TERMS
AND, UNLESS OTHERWISE AGREED BY SELLER AND PURCHASER, SHALL BE EFFECTIVE AS OF
THE DATE OF THE XXXX OF SALE.
1
SELLER
Chase Manhattan Bank USA, National Association not in its individual capacity
but solely as Interim Eligible Lender Trustee for the Benefit of SLM Education
Credit Funding LLC
Lender Code:
By: _____________________________
(Signature of Authorized Officer)
Name: ____________________________
Title: ___________________________
PURCHASER
Chase Manhattan Bank USA, National Association not in its individual capacity
but solely as Trustee on behalf of SLM Private Credit Student Loan Trust
200___-___
By: _______________________________
(Signature of Authorized Signatory
for Purchaser)
Name:______________________________
Title: ____________________________
2
XXXX OF SALE DATED AUGUST 29, 2002
The undersigned SLM Education Credit Funding LLC ("Seller") [and Chase
Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for
the benefit of the Seller under the Interim Trust Agreement dated as of August
29, 2002 ("Interim Eligible Lender Trustee"),] for value received and pursuant
to the terms and conditions of Sale Agreement Number 1 ("Sale Agreement") among
Seller, [the Interim Eligible Lender Trustee,] SLM Private Credit Student Loan
Trust 200___-___ ("Purchaser") and Chase Manhattan Bank USA, National
Association as the Trustee, do hereby sell, assign and convey to the Trustee on
behalf of Purchaser and its assignees all right, title and interest of Seller
[and the Interim Eligible Lender Trustee,] including, if any, the insurance
interest of Seller [and the Interim Eligible Lender Trustee] under the Federal
Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified
herein which the Trustee on behalf of Purchaser has accepted for purchase. The
portfolio accepted for purchase by the Trustee on behalf of Purchaser and the
effective date of sale and purchase are described below and the individual
Accounts are listed on the Schedule A attached hereto.
Seller hereby makes the representations and warranties set forth in
Section 5 of the Sale Agreement Master Securitization Terms Number 1000
incorporated by reference in the Sale Agreement. Seller and the Interim Eligible
Lender Trustee authorize the Trustee on behalf of Purchaser to use a copy of
this document (in lieu of OE Form 1074) as official notification to the
Guarantor(s) of assignment to the Trustee on behalf of Purchaser of the Loans on
the date of purchase.
LISTING OF LOANS ON FOLLOWING PAGE
1
Table to be provided soon
2
ADDITIONAL LOAN CRITERIA
.. Not in claims status, not previously rejected
.. Not in litigation
.. Last disbursement is greater than 120 days from cutoff date
.. Loan is not swap-pending
*Based upon Seller's estimated calculations, which may be adjusted upward or
downward based upon Purchaser's reconciliation.
**Includes interest to be capitalized.
3
Guarantor(s):
American Student Assistance Guarantor
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Education Assistance Corporation
Educational Credit Management Corporation
Finance Authority of Maine
Florida Department of Education Office of Student Financial Assistance
Georgia Higher Education Assistance Corporation
Great Lakes Higher Education Corp.
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kentucky Higher Education Assistance Authority
Louisiana Student Financial Assistance Commission
Michigan Higher Education Assistance Authority
Missouri Coordinating Board for Higher Education
Montana Guaranteed Student Loan Program
Nebraska Student Loan Program
New Jersey Higher Education Assistance Authority
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma State Regents for Higher Education
Oregon State Scholarship Commission
Pennsylvania Higher Education Assistance Agency
Rhode Island Higher Education Assistance Authority
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
Utah Higher Education Assistance Authority
4
SELLER
SLM EDUCATION CREDIT FUNDING
LLC
By: ______________________________
Name: ___________________________
Title: ___________________________
SELLER
Chase Manhattan Bank USA, National Association , not in its individual capacity
but solely as Interim Eligible Lender Trustee on behalf of SLM Education Credit
Funding LLC
Lender Code: ________________________
By: _________________________________
(Signature of Authorized Officer)
Name: _______________________________
Title: ______________________________
_____________________________________
PURCHASER
Chase Manhattan Bank USA, National Association , not in its individual capacity
but solely as Eligible Lender Trustee on behalf of SLM Private Credit Student
Loan Trust 200____-___
By: _________________________________
(Signature of Authorized Signatory
for Purchaser)
Name: _______________________________
Title: ______________________________
Date of Purchase: ___________________
5
