EXHIBIT 99.2
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000 ("Master
Terms") dated as of February 15, 2005 among (i) VG Funding, LLC ("VG Funding"),
(ii) Chase Manhattan Bank USA, National Association, not in its individual
capacity but solely as Interim Eligible Lender Trustee (the "VG Funding Eligible
Lender Trustee"), for the benefit of VG Funding under the VG Funding Interim
Trust Agreement dated as of February 15, 2005 between VG Funding and the VG
Funding Eligible Lender Trustee; (iii) SLM Funding LLC ("Funding"); (iv) Chase
Manhattan Bank USA, National Association, not in its individual capacity but
solely as Interim Eligible Lender Trustee (the "Interim Eligible Lender
Trustee") for the benefit of Funding under the Interim Trust Agreement dated as
of February 15, 2005 between Funding and the Interim Eligible Lender Trustee,
and (v) Xxxxxx Xxx, Inc., as servicer (the "Servicer"), shall be effective upon
execution by the parties hereto. References to VG Funding herein mean the VG
Funding Eligible Lender Trustee acting on behalf of VG Funding, and references
to Funding herein mean the Interim Eligible Lender Trustee, acting on behalf of
Funding, for all purposes involving the holding or transferring of legal title
to the Eligible Loans.
WHEREAS, VG Funding is the beneficial owner of certain student loans
guaranteed under the Higher Education Act;
WHEREAS, VG Funding may desire to sell its interest in such Loans from
time to time and Funding may desire to purchase such Loans from VG Funding;
WHEREAS, Funding desires to purchase from VG Funding the portfolio of
Initial Loans;
WHEREAS, from time to time following the Closing Date until the end of the
Supplemental Purchase Period, VG Funding 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, VG Funding may substitute loans in accordance
with these Master Terms;
WHEREAS, legal title to such Loans is vested in the VG Funding Eligible
Lender Trustee, as trustee for the benefit of VG Funding as the sole
beneficiary; 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 VG Funding (and with
respect to legal title, the VG Funding Eligible Lender Trustee for the benefit
of VG Funding) 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 VG Funding,
Funding, the VG Funding Eligible Lender Trustee on behalf of VG Funding and the
Interim Eligible Lender Trustee on behalf of Funding with respect to the Loans
covered by the terms of the Initial Purchase Agreement or the related Additional
Purchase Agreement, as applicable. If the terms of the Initial Purchase
Agreement or an Additional Purchase Agreement conflict with the terms of these
Master Terms, the terms of the Initial Purchase Agreement or the related
Additional Purchase Agreement, as applicable, shall supersede and govern.
SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein, including in the
related Purchase Agreement and Xxxx of Sale, shall have the definitions set
forth in Appendix A to the Indenture dated as of February 1, 2005, among the
Eligible Lender Trustee on behalf of the Trust, the Trust and the Indenture
Trustee, as may be amended or supplemented from time to time.
For purposes hereof:
(A) "Account" means all of the Eligible Loans hereunder of one (1)
Borrower that are of the same Loan type made under the identical
subsection of the Higher Education Act and in the same status.
(B) "Additional Xxxx of Sale" means each document, in the form of
Attachment D hereto, executed by an authorized officer of VG Funding, the
VG Funding Eligible Lender Trustee on behalf of VG Funding, 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 VG
Funding and the VG Funding Eligible Lender Trustee on behalf of VG Funding
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 VG Funding and (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 VG Funding and of the VG Funding Eligible
Lender Trustee on behalf of VG Funding 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 VG
Funding and the VG Funding Eligible Lender Trustee on behalf of VG Funding
pursuant to Sections 5(A) and (B) of these Master Terms, by the Servicer
as set forth in Section 5(C) and by the Interim Eligible Lender Trustee as
set forth in Section 5(D) 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
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relating thereto including, without limitation, Interest Subsidy Payments
and Special Allowance Payments.
(D) "Additional Loans Purchase Price" means the dollar amount representing
the aggregate purchase price of the related Additional Loans as specified
in the applicable Additional Purchase Agreement.
(E) "Additional Purchase Agreement" means each Additional Purchase
Agreement (including the related Additional Xxxx of Sale, the related
Blanket Endorsement and any attachments thereto), substantially in the
form of Attachment C hereto (of which these Master Terms form a part by
reference, provided that in the event of a substitution, the form will be
modified accordingly), to be executed by VG Funding, the VG Funding
Eligible Lender Trustee for the benefit of VG Funding, Funding and the
Interim Eligible Lender Trustee for the benefit of Funding, which
certifies that the representations and warranties made by VG Funding, as
set forth in Sections 5(A) and (B) of these Master Terms and the
representations and warranties made by the Servicer as set forth in
Section 5(C) 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 Statistical Cutoff Date, the Initial Cutoff
Date and any Subsequent Cutoff Date, as applicable.
(J) "Eligible Loan" means a Loan offered for sale or substituted by VG
Funding under a Purchase Agreement which as of the Statistical Cutoff
Date, in the case of the Initial Loans, or as of the related Subsequent
Cutoff Date, in the case of any Additional Loan or Substituted Loan, is
current or not more past due than permitted under such Purchase Agreement
in payment of principal or interest and which meets the following criteria
as of the Statistical Cutoff Date, in the case of the Initial Loans, or as
of the effective date of the related Xxxx of Sale, in the case of any
Additional Loan or Substituted Loan:
(i) is a Xxxxxxxx Loan, a PLUS Loan or SLS Loan, and is not a
Consolidation Loan;
(ii) is owned by VG Funding (or the VG Funding Eligible Lender
Trustee) 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;
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(v) is eligible for the payment of the quarterly special allowance
at the full and undiminished rate established under the formula set
forth in the Higher Education Act for such Loan;
(vi) if not yet in repayment status, is eligible for the payment of
interest benefits by the Secretary or, if not so eligible, is a Loan
for which interest either is billed quarterly to Borrower or
deferred until commencement of the repayment period, in which case
such accrued interest is subject to capitalization to the full
extent permitted by the applicable Guarantor;
(vii) is current or no payment of principal or interest shall be
more than 210 days past due as of the Statistical Cutoff Date, in
the case of the Initial Loans, or in relation to any Additional Loan
or Substituted Loan, the related Subsequent Cutoff Date;
(viii) the last disbursement was before the Statistical Cutoff Date,
in the case of the Initial Loans, or before the related Subsequent
Cutoff Date, in the case of any Additional Loan or Substituted Loan;
(ix) is supported by the following documentation:
1. loan application, and any supplement thereto,
2. original promissory note and any addendum thereto (or a
certified copy thereof if more than one loan is
represented by a single promissory note and all loans so
represented are not being sold) or the electronic
records evidencing the same,
3. evidence of guarantee,
4. any other document and/or record which 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
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required by the Guarantor, copies of all letters and
other correspondence relating to due diligence
processing,
8. if applicable, evidence of all requests for skip-tracing
assistance and current address of Borrower, if located,
9. if applicable, evidence of requests for pre-claims
assistance, and evidence that the Borrower's school(s)
have been notified, and
10. if applicable, a record of any event resulting in a
change to or confirmation of any data in the Loan file.
(K) "Excess Distribution Certificate" means the certificate, substantially
in the form of Exhibit A to the Trust Agreement, evidencing the right to
receive payments thereon as set forth in Sections 2.8(m) and 2.9(f) of the
Administration Agreement.
(L) "Initial Xxxx of Sale" means the document, in the form of Attachment B
hereto, executed by an authorized officer of VG Funding and the VG Funding
Eligible Lender Trustee for the benefit of VG Funding which shall (i) set
forth the applicable Initial Loans offered by VG Funding and accepted for
purchase Funding and 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 VG Funding and the VG Funding Eligible Lender
Trustee for the benefit of VG Funding in the Initial Loans listed on that
Xxxx of Sale and (iii) certify that the representations and warranties
made by VG Funding and the VG Funding Eligible Lender Trustee on behalf of
VG Funding as set forth in Sections 5 (A) and (B), by the Servicer as set
forth in Section 5(C) and by the Interim Eligible Lender Trustee in
Section 5(D) of these Master Terms are true and correct.
(M) "Initial Cutoff Date" means February 15, 2005.
(N) "Initial Loans" means the Eligible Loans evidenced by the Notes sold
on the Closing Date pursuant to the Initial Purchase Agreement and related
documentation, together with any guaranties and other rights relating
thereto including, without limitation, Interest Subsidy Payments and
Special Allowance Payments.
(O) "Initial Payment" means the dollar amount specified as the "Initial
Payment" in the applicable Purchase Agreement.
(P) "Initial Purchase Agreement" means the Purchase Agreement (including
the related Blanket Endorsement, Initial Xxxx of Sale and any attachments
thereto) substantially in the form of Attachment A hereto (of which these
Master Terms form a part by reference), to be executed by VG Funding, the
VG Funding Eligible Lender Trustee, Funding and the Interim Eligible
Lender Trustee, which shall certify that the representations and
warranties made by VG Funding as set forth in Sections 5 (A) and (B) and
by the Servicer as set forth in Section 5(C) of these Master Terms are
true and correct as of the Closing Date.
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(Q) "Loan" means an Initial Loan, Additional Loan or Substituted Loan, as
applicable, offered for sale and purchased, or substituted, pursuant to
the related 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 VG Funding by Funding and completed by VG Funding that
list, by Borrower, (i) the Loans subject to the related Xxxx of Sale and
(ii) the outstanding Principal Balance and accrued interest thereof as of
the Statistical Cutoff Date, in the case of the Initial Loans, or as of
the related Subsequent Cutoff Date, in the case of any Additional Loan or
Substituted Loan.
(S) "Note" means the promissory note or notes of the Borrower and any
amendment thereto evidencing the Borrower's obligation with regard to a
student loan guaranteed under the Higher Education Act or the electronic
records evidencing the same.
(T) "Original Purchase Date" means with respect to any Loan, the date such
Loan was purchased by VG Funding from the Original Seller pursuant to the
SLM ECFC Purchase Agreement.
(U) "Original Seller" means either the Student Loan Marketing Association
or SLM ECFC, as applicable, as such term applies to the entity which sold
the applicable Loans to VG Funding pursuant to the SLM ECFC Purchase
Agreement.
(V) "PLUS Loan" means a Loan that was made pursuant to the PLUS Program
established under Section 428B of the Higher Education Act (or predecessor
provisions).
(W) "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).
(X) "Purchase Agreement" means the Initial Purchase Agreement or an
Additional Purchase Agreement (including any attachments thereto), as
applicable, substantially in the form of Attachment A or C hereto, of
which the Master Terms form a part by reference.
(Y) "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.
(Z) "Purchase Price" means the Initial Payment or the Additional Loans
Purchase Price, as applicable.
(AA) "Purchased Loans" means, with respect to each Purchase Agreement, the
Loans offered for sale and purchased or substituted pursuant to such
Purchase Agreement.
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(BB) "Sale Agreement" means the Sale Agreement Master Securitization Terms
Number 1000, dated as of February 15, 2005, among SLM Funding LLC, as
Seller, SLM Student Loan Trust 2005-2, as Purchaser, and Chase Manhattan
Bank USA, National Association, as Interim Eligible Lender Trustee and as
Eligible Lender Trustee.
(CC) "Secretary" means the United States Secretary of Education or any
successor.
(DD) "SLM ECFC Purchase Agreement" means the Purchase Agreement Master
Securitization Terms Number 1000, dated February 15, 2005, among the
Student Loan Marketing Association, as initial seller (as subsequently
assigned to SLM ECFC), SLM Funding LLC, as initial purchaser (as
subsequently assigned to VG Funding, LLC), and Chase Manhattan Bank USA,
National Association, as interim eligible lender trustee, together with
each executed Purchase Agreement (as defined therein) and each executed
Xxxx of Sale (as defined therein) and all attachments thereto.
(EE) "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.
(FF) "Xxxxxxxx Loan" means a Subsidized Xxxxxxxx Loan or an Unsubsidized
Xxxxxxxx Loan.
(GG) "Statistical Cutoff Date" means January 26, 2005.
(HH) "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.
(II) "Subsequent Cutoff Date" means the date specified in the related
Additional Purchase Agreement agreed to by VG Funding 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.
(JJ) "Substituted Loans" means the Eligible Loans evidenced by a Note or
Notes substituted by VG Funding 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 guaranties 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.
(KK) "Trust" means SLM Student Loan Trust 2005-2.
(LL) "Trust Student Loan" means any student loan that is listed on the
Schedule of Trust Student Loans on the Closing Date, plus any Additional
Trust Student Loan, plus any Substituted Loan that is permissibly
substituted for a Trust Student Loan by the Depositor pursuant to Section
6(B) of 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
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Agreement, but shall not include any Purchased Student Loan following
receipt by or on behalf of the Trust of the Purchase Amount with respect
thereto or any Liquidated Student Loan following receipt by or on behalf
of the Trust of Liquidation Proceeds with respect thereto or following
such Liquidated Student Loan having otherwise been written off by the
Servicer.
(MM) "Unsubsidized Xxxxxxxx Loan" means a Loan made pursuant to Section
428H of the Higher Education Act.
SECTION 3. SALE/PURCHASE
SECTION 3.1 SALE/PURCHASE OF INITIAL LOANS
(A) Consummation of Sale and Purchase
The sale and purchase of Eligible Loans pursuant to the Initial
Purchase Agreement to be dated as of the Closing Date shall be consummated
upon (i) Funding's receipt from VG Funding and the VG Funding Eligible
Lender Trustee for the benefit of VG Funding of the Initial Xxxx of Sale
and (ii) the payment by Funding to VG Funding of the Initial Payment. Upon
consummation, such sale and purchase shall be effective as of the date of
the Xxxx of Sale. VG Funding 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 VG
Funding the Initial Payment by wire transfer of immediately available
funds to the account specified by VG Funding.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
VG Funding shall be entitled to all Interest Subsidy Payments and
Special Allowance Payments on each Initial Loan accruing up to but not
including the Initial Cutoff Date and shall be responsible for the payment
of any rebate fees applicable to the Initial Loans accruing up to but not
including the Closing Date. The Interim Eligible Lender Trustee on behalf
of Funding shall be entitled to all Special Allowance Payments and
Interest Subsidy Payments on the Initial Loans accruing from the Initial
Cutoff Date, and shall be responsible for the payment of any rebate fees
applicable to the Initial Loans accruing from the Closing Date.
(D) Grant of Contract Right
In connection with the sale of the Initial Loans, VG Funding hereby
assigns to Funding all of its rights (but none of its obligations) under,
in and to the SLM ECFC Purchase Agreement, including all rights of VG
Funding to proceed against SLM ECFC with respect to breaches of
representations, warranties and covenants with respect to the Initial
Loans.
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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, VG
Funding may, but shall not be obligated to, sell or cause the sale of
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
VG Funding and the VG Funding Eligible Lender Trustee at the related
Additional Loans Purchase Price set forth in the related Additional
Purchase Agreement. In addition, at any time, VG Funding 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 pursuant to an Additional Purchase
Agreement shall be consummated upon (i) Funding's receipt from VG Funding
and the VG Funding Eligible Lender Trustee of a fully executed copy of the
related Additional Purchase Agreement; and (ii) the payment by Funding to
VG Funding 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. VG Funding 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 VG Funding the related Purchase Price by wire
transfer of immediately available funds to the account specified by VG
Funding (except that with respect to Substituted Loans, the consideration
for such Loans shall be the transfer from Funding to VG Funding of
ownership of the Loans being substituted for).
(D) Interest Subsidy and Special Allowance Payments and Rebate Fees
VG Funding shall be entitled to all Interest Subsidy Payments and
Special Allowance Payments on each Additional Loan or Substituted Loan
accruing up to but not including the related Subsequent Cutoff Date, as
applicable, and shall be responsible for the payment of any rebate fees
applicable to such Purchased Loans subject to the related Xxxx of Sale
accruing up to but not including the date of the related Xxxx of Sale. The
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
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shall be responsible for the payment of any rebate fees applicable to the
Additional Loans accruing from the date of the related Xxxx of Sale.
(E) Grant of Contract Right
In connection with each sale of Additional Loans, VG Funding hereby
assigns to Funding all of its rights (but none of its obligations) under,
in and to the SLM ECFC Purchase Agreement, including all rights of VG
Funding to proceed against SLM ECFC with respect to breaches of
representations, warranties and covenants with respect to the applicable
Additional Loans.
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. VG Funding is selling Loans to Funding or
substituting Loans without regard to the effect of any special programs.
If required, VG Funding 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 Loans pursuant to these
Master Terms and the related Purchase Agreements, it is the intention of
VG Funding, the Interim Eligible Lender Trustee and Funding, and VG
Funding hereby warrants that, the transfer and assignment constitute a
valid sale of such Loans from VG Funding to the Interim Eligible Lender
Trustee or a valid substitution, for the benefit of and on behalf of
Funding, and that the beneficial interest in and title to such Loans not
be part of VG Funding's estate in the event of the bankruptcy of VG
Funding or the appointment of a receiver with respect to VG Funding.
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 VG
Funding, by accepting payment, shall be deemed to have certified that all
such conditions are satisfied on the date of such purchase):
(A) Activities Prior to the Related Purchase Date
VG Funding shall provide any assistance requested by Funding in
determining that all required documentation on the related Loans is
present and correct.
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(B) Continued Servicing
Following the execution of each Purchase Agreement, VG Funding shall
service, or cause to be serviced, all Loans subject to such Purchase
Agreement as required under the Higher Education Act until the date of the
related Xxxx of Sale.
(C) Xxxx of Sale/Loan Transmittal Summary Form
VG Funding shall deliver to Funding:
(i) a Xxxx of Sale that (a) has been duly authorized, executed and
delivered, by an authorized officer of VG Funding and the VG Funding
Eligible Lender Trustee for the benefit of VG Funding, covering the
applicable Loans offered by VG Funding and the VG Funding Eligible
Lender Trustee for the benefit of VG Funding, (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 VG Funding and the VG
Funding Eligible Lender Trustee for the benefit of VG Funding,
including the insurance interest of the VG Funding Eligible Lender
Trustee for the benefit of VG Funding, in each of the related Loans,
and (c) states that the representations and warranties made by VG
Funding in Sections 5(A) and (B) of these Master Terms are true and
correct on and as of the date of the related Xxxx of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the related Xxxx
of Sale, identifying each of the Eligible Loans which is the subject
of the related Xxxx of Sale and setting forth the unpaid Principal
Balance of each such related Loan.
(D) Endorsement
VG Funding and the VG Funding Eligible Lender Trustee for the
benefit of VG Funding shall provide a blanket endorsement transferring the
entire interest of VG Funding and the VG Funding Eligible Lender Trustee
for the benefit of VG Funding 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, VG
Funding and the VG Funding Eligible Lender Trustee for the benefit of VG
Funding also agree to individually endorse any Eligible Loan as Funding
may request from time to time.
(E) Officer's Certificate
VG Funding shall furnish to Funding, with each Xxxx of Sale provided
in connection with each purchase or substitution of Eligible Loans
pursuant to these Master Terms, an Officer's Certificate, dated as of the
date of such Xxxx of Sale.
(F) Loan Transfer Statement
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Upon Funding's request, VG Funding 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 the VG Funding Eligible
Lender Trustee for the benefit of VG Funding and dated the date of the
related Xxxx of Sale. VG Funding 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
the VG Funding Eligible Lender Trustee on behalf of VG Funding to the
Interim Eligible Lender Trustee on behalf of Funding of the Loans listed
on the related Xxxx of Sale.
(G) Power of Attorney
VG Funding and the VG Funding Eligible Lender Trustee for the
benefit of VG Funding 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 VG Funding and the VG Funding Eligible Lender Trustee for the
benefit of VG Funding, 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 VG Funding 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 VG FUNDING AND THE INTERIM ELIGIBLE
LENDER TRUSTEE
(A) General
VG Funding 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
related Purchase Agreement and Xxxx of Sale:
(i) The VG Funding 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 VG Funding Eligible Lender Trustee and VG Funding are duly
organized and existing under the laws of its governing jurisdiction;
(iii) The VG Funding Eligible Lender Trustee and VG Funding have all
requisite power and authority to enter into and to perform the terms
of these
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Master, the Initial Purchase Agreement and any Additional Purchase
Agreement, the Initial Xxxx of Sale and any Additional Xxxx of Sale;
(iv) The VG Funding Eligible Lender Trustee and VG Funding 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) It is the intention of VG Funding, the VG Funding Eligible
Lender Trustee, the Interim Eligible Lender Trustee and Funding, and
VG Funding hereby warrants, that the transfer and assignment herein
contemplated constitute a valid sale of the Loans from the VG
Funding Eligible Lender Trustee, for the benefit of VG Funding to
the Interim Eligible Lender Trustee, for the benefit of and on
behalf of Funding, and that the beneficial interest in and title to
such Loans not be part of VG Funding's estate in the event of the
bankruptcy of VG Funding or the appointment of a receiver with
respect to VG Funding.
(B) Particular--VG Funding
VG Funding represents and warrants to Funding and the Interim
Eligible Lender Trustee on behalf of 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 that as of the Original Purchase
Date and the Closing Date or the date of the related Purchase Agreement,
as applicable:
(i) The VG Funding Eligible Lender Trustee for the benefit of VG
Funding 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 VG
Funding;
(iii) The Purchased Loans constitute "Accounts" within the meaning
of the applicable UCC and are within the coverage of Sections
432(m)(1)(E) and 439(d)(3) of the Higher Education Act;
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(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) VG Funding and the VG Funding Eligible Lender Trustee for the
benefit of VG Funding are authorized to sell, assign, transfer,
substitute and repurchase the Purchased Loans; and the sale,
assignment and transfer of such Loans is or, in the case of a
Purchased Loan repurchase or substitution by VG Funding and/or the
VG Funding Eligible Lender Trustee, will be made pursuant to and
consistent with the laws and regulations under which VG Funding and
the VG Funding 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 VG Funding or the
VG Funding Eligible Lender Trustee is a party or by which VG Funding
or the VG Funding Eligible Lender Trustee or its property is bound,
or constitute a default (or an event which could constitute a
default with the passage of time or notice or both) thereunder;
(vi) The Purchased Loans are each in full force and effect in
accordance with their terms and are legal, valid and binding
obligations of the respective Borrowers thereunder subject to no
defenses (except the defense of infancy);
(vii) No consents and approvals are required by the terms of the
Purchased Loans for the consummation of the sale of the Purchased
Loans hereunder to the Interim Eligible Lender Trustee;
(viii) The Purchased Loans constitute "Accounts" within the meaning
of the applicable UCC and are within the coverage of Sections
432(m)(1)(E) and 439(d)(3) of the Higher Education Act;
(ix) Any payments on the Purchased Loans received by the VG Funding
Eligible Lender Trustee for the benefit of VG Funding 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 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) Each Loan has been duly made and serviced in accordance with the
provisions of all applicable federal and state laws;
(xi) With respect to the first sale of Loans from the VG Funding
Eligible Lender Trustee on behalf of VG Funding to the Interim
Eligible Lender Trustee for the benefit of Funding, the VG Funding
Eligible Lender Trustee and VG
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Funding have caused or will have caused, within ten days of the
Closing Date, the filing of all appropriate financing statements in
the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the security interest in the
Loans granted to the Interim Eligible Lender Trustee hereunder; and
(xii) Other than the security interest granted to the Interim
Eligible Lender Trustee pursuant to this Agreement, VG Funding and
the VG Funding Eligible Lender Trustee have not pledged, assigned,
sold, granted a security interest in, or otherwise conveyed any of
the Purchased Loans. VG Funding and the VG Funding Eligible Lender
Trustee have not authorized the filing of and are not aware of any
financing statements against VG Funding or the VG Funding Eligible
Lender Trustee that include a description of collateral covering the
Purchased Loans other than any financing statement relating to the
security interest granted to the Interim Eligible Lender Trustee
hereunder or any other security interest that has been terminated.
VG Funding and the VG Funding Eligible Lender Trustee are not aware
of any judgment or tax lien filings against VG Funding or the VG
Funding Eligible Lender Trustee.
(C) Particular - Servicer
The Servicer, in consideration for continuing to receive the
applicable servicing fee, 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 during the period commencing
on the day immediately following the Original Purchase Date to and
including the related Purchase Date, unless otherwise noted:
(i) The VG Funding Eligible Lender Trustee 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) The Purchased Loans constitute "Accounts" within the meaning of
the applicable UCC and are within the coverage of Sections
432(m)(1)(E) and 439(d)(3) of the Higher Education Act;
(iii) 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, 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;
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(iv) 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);
(v) 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;
(vi) 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 guarantee is in full force and effect
and is freely transferable to the Interim Eligible Lender Trustee on
behalf of Funding as an incident to the purchase of each Loan; and
all premiums due and payable to such Guarantor shall have been paid
in full as of the date of the related Xxxx of Sale;
(vii) Any payments on the Purchased Loans received by the VG Funding
Eligible Lender Trustee for the benefit of VG Funding 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;
(viii) 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;
(ix) All origination fees authorized to be collected pursuant to
Section 438 of the Higher Education Act have been paid to the
Secretary;
(x) Each Loan has been duly made and serviced in accordance with the
provisions of all applicable federal and state laws;
(xi) 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 VG Funding nor any predecessor holder
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of any Loan has waived any of the foregoing other than as permitted
by the Basic Documents;
(xii) 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 VG Funding or the VG Funding Eligible
Lender Trustee for the benefit of VG Funding in favor of the Interim
Eligible Lender Trustee in connection herewith describing the Loans
contain a statement to the following effect: "A purchase of or
security interest in any collateral described in this financing
statement will violate the rights of the Interim Eligible Lender
Trustee;"
(xiii) 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
(xiv) With respect to all Additional Loans (other than with respect
to Substituted Loans), the Supplemental Purchase Period is in full
force and effect.
(D) The Interim Eligible Lender Trustee represents and warrants that as of
the date of each Purchase Agreement and each Xxxx of Sale:
(i) The Interim Eligible Lender Trustee is duly organized and
validly existing in good standing under the laws of its governing
jurisdiction and has an office located within the State of Delaware.
It has all requisite corporate power and authority to execute,
deliver and perform its obligations under these Master Terms, each
Purchase Agreement and each Xxxx of Sale;
(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,
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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 VG
Funding's representations and warranties made pursuant to Sections 5(A)
and (B) hereof or the Servicer's representations and warranties made
pursuant to Section 5(C) 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, VG Funding 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, VG Funding shall purchase such
Trust Student Loan not later than the sixtieth day following the end of
such 360-day period. VG Funding 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), VG Funding 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 VG
Funding or Section 5(C) hereof by the Servicer 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 VG Funding shall reimburse Funding by
remitting an amount equal to the sum of all such non-guaranteed interest
amounts and such forfeited Interest Subsidy
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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 VG Funding 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,
VG Funding 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 VG Funding or the Servicer, exceeds 1% of
the Pool Balance, VG Funding (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 VG Funding 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), VG Funding may, at its option, substitute Eligible Loans or arrange
for the substitution of Eligible Loans which are substantially similar on
an aggregate basis as of the date of substitution to the Trust Student
Loans for which they are being substituted with respect to the following
characteristics:
1. status (i.e., in-school, grace, deferment, forbearance
or repayment),
2. program type (i.e., Unsubsidized Xxxxxxxx Loan or
Subsidized Xxxxxxxx Loan (pre-1993 vs. post-1993), PLUS
Loan or SLS Loan),
3. school type,
4. total return,
5. principal balance, and
6. remaining term to maturity.
In addition, each substituted Eligible Loan will comply, as of the
date of substitution, with all of the representations and warranties made
hereunder. In choosing
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Eligible Loans to be substituted pursuant to this Section 6(B), VG Funding
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 VG Funding elects to substitute Eligible Loans
pursuant to this Section 6(B), VG Funding 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. VG Funding 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 VG Funding pursuant to Sections
5(A) and (B) or the Servicer pursuant to Section 5(C) hereof shall be to
require VG Funding to purchase such Trust Student Loans, to reimburse
Funding as provided in Section 6(A) above or to substitute Eligible Loans
pursuant to Section 6(B) above. The Eligible Lender Trustee shall have no
duty to conduct any affirmative investigation as to the occurrence of any
condition requiring the purchase of any Trust Student Loan or the
reimbursement for any interest penalty pursuant to this Section 6.
SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS
(A) Any payment received by VG Funding with respect to amounts accrued
after the date of the related Xxxx of Sale for any Purchased Loan sold to
Funding, which payment is not reflected in the related Loan Transmittal
Summary Form, shall be received by VG Funding in trust for the account of
Funding and VG Funding hereby disclaims any title to or interest in any
such amounts. Within two (2) Business Days following the date of receipt,
VG Funding 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 VG Funding with
respect to any Loan subject to these Master Terms or the related Purchase
Agreement shall be transmitted by VG Funding 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.
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SECTION 8. CONTINUING OBLIGATION OF THE SELLER
VG Funding 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 VG Funding or the VG
Funding Eligible Lender Trustee owned the related Purchased Loan, or (b) a
payment made or alleged to have been made to VG Funding. Further, VG Funding and
the VG Funding Eligible Lender Trustee shall agree that either VG Funding or the
VG Funding Eligible Lender Trustee shall 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
The Servicer shall be liable in accordance herewith only to the extent of
the obligations specifically undertaken by VG Funding the Servicer under these
Master Terms and each related Purchase Agreement.
(i) The Servicer, in consideration for continuing to receive the
servicing fee provided in Section 3.6 of the Servicing Agreement
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) The Servicer, in consideration for continuing to receive the
servicing fee shall indemnify, defend and hold harmless Funding and
the Interim Eligible Lender Trustee in its individual capacity, and
the officers, directors, employees and agents of Funding and the
Interim Eligible Lender Trustee from and against any and all costs,
expenses, losses, claims, damages and liabilities arising out of, or
imposed upon such Person through, VG Funding's or the Servicer's, as
applicable, 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) The Servicer, in consideration for continuing to receive the
servicing fee 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
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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 VG Funding and the
Servicer, which approval shall not be unreasonably withheld.
Indemnification under this Section 9 shall survive the resignation or
removal of the Interim Eligible Lender Trustee, the termination of these Master
Terms, and the resignation or removal of the Servicer (unless any successor
servicer agrees in writing to assume the obligations of the Servicer under this
Section 9) and shall include reasonable fees and expenses of counsel and
expenses of litigation. If the Servicer 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 the Servicer, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE
SELLER
Any Person (a) into which VG Funding may be merged or consolidated, (b)
which may result from any merger or consolidation to which VG Funding shall be a
party or (c) which may succeed to the properties and assets of VG Funding
substantially as a whole, shall be the successor to VG Funding without the
execution or filing of any document or any further act by any of the parties to
these Master Terms; provided, however, that VG Funding 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 VG Funding, executes
an agreement of assumption to perform every obligation of VG Funding and the
Servicer 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 VG Funding, shall have delivered to
the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of
Counsel each stating that such consolidation, merger or succession and such
agreement of assumption comply with this Section and that all conditions
precedent, if any, provided for in these Master Terms relating to such
transaction have been complied with, and that the Rating Agency Condition shall
have been satisfied with respect to such transaction; and (iv) if VG Funding is
not the surviving entity, VG Funding 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
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the opinion of such counsel, no such action shall be necessary to preserve and
protect such interests.
SECTION 11. LIMITATION ON LIABILITY OF VG FUNDING AND OTHERS
VG Funding 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 VG
Funding's obligations under Section 6). VG Funding's 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 VG Funding 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, VG Funding shall remit such amount to the
Interim Eligible Lender Trustee, for the benefit of and on behalf of Funding.
Such reconciliation payment shall be made from time to time but no less
frequently than semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER
Notwithstanding anything contained herein to the contrary, these Master
Terms and the Initial Purchase Agreement has been, and any Additional Purchase
Agreement will be, signed by Chase Manhattan Bank USA, National Association not
in its individual capacity but solely in its capacity as the VG Funding Eligible
Lender Trustee for VG Funding and the Interim Eligible Lender Trustee for
Funding and in no event shall Chase Manhattan Bank USA, National Association in
its individual capacity have any liability for the representations, warranties,
covenants, agreements or other obligations of the VG Funding Eligible Lender
Trustee, the Interim Eligible Lender Trustee, VG Funding 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 VG Funding or Funding.
SECTION 13. EXPENSES
Except as otherwise provided herein, each party to these Master Terms or
any Purchase Agreement shall pay its own expense incurred in connection with the
preparation, execution and delivery of these Master Terms and any Purchase
Agreement and the transactions contemplated herein or therein.
SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION
All covenants, agreements, representations and warranties made herein and
in or pursuant to the 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
23
warranties made or furnished pursuant hereto by or on behalf of VG Funding 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. All covenants, agreements, representations and
warranties made or furnished pursuant hereto by the Servicer 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 VG Funding 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 VG Funding or the Servicer 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 VG
Funding 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 VG Funding 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 VG Funding or Funding by appropriately
addressed registered mail, shall be deemed to have been given on the day
following the date of such mailing.
SECTION 16. FORM OF INSTRUMENTS
All instruments and documents delivered in connection with these Master
Terms and any Purchase Agreement, and all proceedings to be taken in connection
with these Master Terms and any Purchase Agreement and the transactions
contemplated herein and therein, shall be in a form as set forth in the
attachments hereto, and Funding shall have received copies of such documents as
it or its counsel shall reasonably request in connection therewith. Any
instrument or document which is substantially in the same form as an attachment
hereto or a recital herein will be deemed to be satisfactory as to form.
SECTION 17. AMENDMENT
These Master Terms, any Purchase Agreement, any Xxxx of Sale and any
document or instrument delivered in accordance herewith or therewith may be
amended by the parties thereto without the consent of the related Noteholders
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions in the related document or of modifying in any
manner the rights of such Noteholders; provided that such action will not, in
24
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 VG Funding, the VG Funding Eligible Lender Trustee, 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 VG Funding,
the Servicer, the VG Funding Eligible Lender Trustee 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
25
provisions, and the obligations, rights and remedies of the parties, hereunder
shall be determined in accordance with such laws.
26
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.
VG FUNDING, LLC SLM FUNDING LLC
(Seller) (Purchaser)
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, NATIONAL ASSOCIATION,
not in its individual capacity but not in its individual capacity but
solely as VG Eligible Lender Trustee solely as Interim Eligible Lender
Trustee
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title Vice President
XXXXXX XXX, INC.
(Servicer)
By: /s/ J. XXXXX XXXXXX
Name: J. Xxxxx Xxxxxx
Title: Senior Vice President
27
ATTACHMENT A
INITIAL PURCHASE AGREEMENT
Dated as of February 15, 2005
PURCHASE AGREEMENT NUMBER 1
Pursuant to the Master Terms (as defined below), each of Chase
Manhattan Bank USA, National Association, as Interim Eligible Lender Trustee
(the "VG Funding Eligible Lender Trustee") for VG Funding, LLC ("VG Funding"),
the Servicer and VG Funding hereby offers for sale to Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of SLM
Funding LLC ("Funding") under the Interim Trust Agreement dated as of February
15, 2005 between Funding and the Interim Eligible Lender Trustee, the entire
right, title and interest of VG Funding 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 VG Funding's offer. In order to qualify as Eligible
Loans, no payment of principal or interest shall be more than two hundred and
ten (210) days past due as of the Statistical Cutoff Date, which shall be
January 26, 2005.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, each of VG Funding and the VG
Funding Eligible Lender Trustee hereby sells to the Interim Eligible Lender
Trustee for the benefit of Funding the entire right, title and interest of VG
Funding and the VG Funding Eligible Lender Trustee 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 VG Funding, the VG Funding
Eligible Lender Trustee, Funding, and the Interim Eligible Lender Trustee. The
Initial Payment for the Loans shall equal $882,801,218.31 (representing the
Principal Balance of the Loans accepted for purchase equal to $874,060,612.19
multiplied by 101%).
This document shall constitute the Initial 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, Eligible Loans or Initial or Purchased Loans, as applicable,
shall be deemed to refer to the Loans governed by this Initial Purchase
Agreement. VG Funding hereby makes all the representations and warranties set
forth in the Master Terms and the Servicer hereby makes the representations and
warranties set forth in Section 5(C) of the Master Terms regarding the Initial
Loans governed by this Initial Purchase Agreement.
Each of VG Funding and the VG Funding Eligible Lender Trustee for the
benefit of VG Funding 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 Guarantor of assignment
to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans
purchased pursuant hereto on the Closing Date.
1
The parties hereto intend that the transfer of Purchased Loans described
in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be
construed as, a valid sale of such Purchased Loans from VG Funding and the VG
Funding Eligible Lender Trustee for the benefit of VG Funding 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 each of VG Funding and the VG Funding Eligible
Lender Trustee for the benefit of VG Funding hereby grants to the Interim
Eligible Lender Trustee for the benefit of Funding a first priority security
interest in and to all Purchased Loans described in the Initial Xxxx of Sale and
related Loan Transmittal Summary Form to secure a loan in an amount equal to the
Purchase Price of such Purchased Loans.
2
IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement
Number 1 to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
VG FUNDING, LLC
(Seller)
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
SLM FUNDING LLC
(Purchaser)
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, not in its
individual capacity but solely as VG Funding
Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Interim
Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXXX XXX, INC.
(Servicer)
By: /s/ J. XXXXX XXXXXX
Name: J. Xxxxx Xxxxxx
Title: Senior Vice President
3
PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED FEBRUARY 15, 2005
Chase Manhattan Bank USA, National Association, as Interim Eligible Lender
Trustee (the "VG Funding Eligible Lender Trustee") for the benefit of VG
Funding, LLC ("VG Funding"), 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 dated the date hereof executed by the VG
Funding Eligible Lender Trustee in favor of Chase Manhattan Bank USA, National
Association, as the Interim Eligible Lender Trustee for the benefit of SLM
Funding LLC ("Funding"). This endorsement is in blank, unrestricted form and
without recourse except as provided in Section 6 of the Master Terms referred to
in the Purchase Agreement among VG Funding, the VG Funding Eligible Lender
Trustee, the Servicer, 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, the VG Funding Eligible Lender Trustee for
the benefit of VG Funding 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, VG FUNDING ACKNOWLEDGES
THAT VG FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS,
CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL
BE CONSUMMATED UPON FUNDING'S PAYMENT TO VG FUNDING OF THE INITIAL PAYMENT (AS
DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY VG FUNDING AND
FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL XXXX OF SALE.
1
IN WITNESS WHEREOF, the parties hereto have caused this Blanket
Endorsement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
SELLER PURCHASER
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim capacity but solely as Interim Eligible
Eligible Lender Trustee for Lender Trustee for the benefit of SLM
the benefit of VG Funding, LLC Funding LLC
Lender Code: ____________________
By: /s/ XXXX X. XXXXXX
By: /s/ XXXX X. XXXXXX (Signature of Authorized
(Signature of Authorized Signatory for Purchaser)
Signatory for Seller)
Name: Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx Title: Vice President
Title: Vice President Date of Purchase: February 15, 2005
2
ATTACHMENT B
INITIAL XXXX OF SALE DATED FEBRUARY 15, 2005
The undersigned ("VG FUNDING") and Chase Manhattan Bank USA, National
Association, as Interim Eligible Lender Trustee for the benefit of VG Funding
(the "VG Funding Eligible Lender Trustee"), for value received and pursuant to
the terms and conditions of Purchase Agreement Number 1 (the "Purchase
Agreement") among SLM Funding LLC ("Funding"), the Servicer and Chase Manhattan
Bank USA, National Association, as Interim Eligible Lender Trustee for the
benefit of Funding under the Interim Trust Agreement dated as of February 15,
2005 between Funding and the Interim Eligible Lender Trustee, does hereby sell,
assign and convey to the Interim Eligible Lender Trustee for the benefit of
Funding and its assignees all right, title and interest of VG Funding and the VG
Funding Eligible Lender Trustee, including the insurance interest of VG Funding
and the VG Funding Eligible Lender Trustee 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.
VG Funding hereby makes the representations and warranties set forth in
Section 5(A) and (B) the Servicer hereby makes the representations and
warranties set forth in Section 5(C) of the Purchase Agreement Master
Securitization Terms Number 1000 incorporated by reference in the Initial
Purchase Agreement. VG Funding and the VG Funding Eligible Lender Trustee for
the benefit of VG Funding authorize 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 Initial Loans on the Closing
Date.
LISTING OF LOANS ON FOLLOWING PAGE
1
CERTAIN OTHER LOAN CRITERIA
- Not in claims status, not previously rejected
- Not in litigation
- Last disbursement was on or before the Statistical Cutoff Date
- Loan is not swap-pending
*Based upon VG Funding's estimated calculations, which may be adjusted upward or
downward based upon VG Funding's reconciliation.
** Includes interest to be capitalized.
2
GUARANTORS:
American Student Assistance
Arizona Educational Loan Program
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Educational Credit Management Corporation of Virginia
Finance Authority of Maine
Florida Bureau of Student Financial Assistance
Georgia Higher Education Assistance Corporation
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kansas United Student Aid Funds
Kentucky Higher Education Assistance Authority
Louisiana Office of Student Financial Assistance
Maryland Higher Education Loan Corporation
Michigan Guaranty Agency
Mississippi Guaranteed Student Loan Agency
Missouri Student Loan Program
Montana Guaranteed Student Loan Program
Nebraska Student Loan Program
New Jersey Office of Student Assistance
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma Guaranteed Student Loan Program
Oregon State Scholarship Commission
Pennsylvania Higher Education Assistance Agency
Rhode Island Higher Education Assistance Authority
South Dakota Education Assistance Corporation
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
Utah Higher Education Assistance Authority
3
IN WITNESS WHEREOF, the parties hereto have caused this Initial Xxxx of Sale to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SELLER PURCHASER
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 Interim Eligible
Lender Trustee for the benefit of VG Lender Trustee for the benefit of SLM
Funding, LLC Funding LLC
By: /s/ XXXX X. XXXXXX
(Signature of Authorized By: /s/ XXXX X. XXXXXX
Signatory for Seller) (Signature of Authorized
Signatory for Purchaser)
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
Date of Purchase: February 15, 2005
4
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
Dated as of [ ], 2005
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
Each of VG Funding, LLC ("VG Funding") and Chase Manhattan Bank USA,
National Association, as Interim Eligible Lender Trustee (the "VG Funding
Eligible Lender Trustee") for VG Funding hereby offers for sale to Chase
Manhattan Bank USA, National Association, as Interim Eligible Lender Trustee for
the benefit of SLM Funding, LLC ("Funding"), under the Interim Trust Agreement
dated as of February 15, 2005 between the Purchaser and the Interim Eligible
Lender Trustee, the entire right, title and interest of VG Funding 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 VG
Funding's offer.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, each of VG Funding and the VG
Funding Eligible Lender Trustee hereby sells to the Interim Eligible Lender
Trustee for the benefit of Funding the entire right, title and interest of VG
Funding and the VG Funding Eligible Lender Trustee in the Loans accepted for
purchase, subject to all the terms and conditions of the Purchase Agreement
Master Securitization Terms Number 1000, dated February 15, 2005 (the "Master
Terms"), and any amendments thereto permitted by its terms, incorporated herein
by reference, among VG Funding, Servicer, the VG Funding Eligible Lender
Trustee, 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. VG Funding hereby makes the representations and warranties
set forth in Sections 5(A) and (B) of the Master Terms and the Servicer hereby
makes the representations and warranties set forth in section 5(C) 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 applicable date
indicated in the Master Terms.
VG Funding 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 date of purchase.
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
5
valid sale of such Purchased Loans from VG Funding and the VG Funding Eligible
Lender Trustee for the benefit of VG Funding 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 each of VG Funding and the VG Funding Eligible
Lender Trustee for the benefit of VG Funding 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 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.
VG FUNDING, LLC
(Seller)
By: ________________________
Name: _______________________
Title: ________________________
SLM FUNDING LLC
(Purchaser)
By: __________________________
Name: ________________________
Title: _________________________
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as VG Funding
Eligible Lender Trustee
By: __________________________
Name: ________________________
Title: _________________________
6
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Interim
Eligible Lender Trustee
By: __________________________
Name: ________________________
Title: _________________________
XXXXXX XXX, INC.
(Servicer)
By: __________________________
Name: ________________________
Title: _________________________
7
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
[ ] BLANKET ENDORSEMENT DATED [ ], 2005
Chase Manhattan Bank USA, National Association, as Interim Eligible Lender
Trustee (the "VG Funding Eligible Lender Trustee") for the benefit of VG
Funding, LLC ("VG Funding"), by execution of this instrument, hereby endorses
the attached promissory note which is one (1) of the promissory notes (the
"Notes") described in the Additional Xxxx of Sale executed by the VG Funding
Eligible Lender Trustee in favor of Chase Manhattan Bank USA, National
Association, as the Interim Eligible Lender Trustee for the benefit of SLM
Funding LLC ("Funding"). This endorsement is in blank, unrestricted form and
without recourse except as provided in Section 6 of the Master Terms referred to
in the Additional Purchase Agreement among VG Funding, the VG Funding Eligible
Lender Trustee, Servicer, 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, the VG Funding Eligible Lender Trustee for
the benefit of VG Funding 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, VG FUNDING
ACKNOWLEDGES THAT VG FUNDING 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 VG FUNDING OF THE
ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY VG FUNDING AND
FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE ADDITIONAL XXXX OF SALE.
1
IN WITNESS WHEREOF, the parties hereto have caused this Blanket
Endorsement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
SELLER PURCHASER
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim Eligible capacity but solely as Interim Eligible
Lender Trustee for the benefit of VG Lender Trustee for the benefit of SLM
Funding, LLC Funding LLC
By: ________________________ By: _____________________________
(Signature of Authorized (Signature of Authorized
Signatory for Seller) Signatory for Purchaser)
Name: _________________________ Name: __________________________
Title: __________________________ Title: ___________________________
Date of Purchase: _________________
2
ATTACHMENT D
ADDITIONAL XXXX OF SALE
DATED [ ], 2005
The undersigned seller ("VG Funding") and Chase Manhattan Bank USA,
National Association, as Interim Eligible Lender Trustee for the benefit of VG
Funding (the "VG Funding Eligible Lender Trustee"), for value received and
pursuant to the terms and conditions of Additional Purchase Agreement Number
[ ] (the "Purchase Agreement") among SLM Funding LLC ("Funding"), and Chase
Manhattan Bank USA, National Association, as Interim Eligible Lender Trustee for
the benefit of Funding under the Interim Trust Agreement dated as of February
15, 2005 between Funding and the Interim Eligible Lender Trustee, does hereby
sell, assign and convey to the Interim Eligible Lender Trustee for the benefit
of Funding and its assignees all right, title and interest of VG Funding,
including the insurance interest of VG Funding and the VG Funding Eligible
Lender Trustee 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.
VG Funding hereby makes the representations and warranties set forth in
Section 5(A) and (B) of the Purchase Agreement Master Securitization Terms
Number 1000 incorporated by reference in the Additional Purchase Agreement
related hereto. VG Funding and the VG Funding Eligible Lender Trustee authorize
the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this
document (in lieu of OE Form 1074) as official notification to the applicable
Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the
benefit of Funding of the portfolio of Additional Loans accepted for purchase,
on the Purchase Date.
LISTING OF LOANS ON FOLLOWING PAGE
1
CERTAIN OTHER LOAN CRITERIA
- Not in claims status, not previously rejected
- Not in litigation
- Last disbursement was on or before the related Subsequent Cutoff Date
- Loan is not swap-pending
*Based upon VG Funding's estimated calculations, which may be adjusted upward or
downward based upon VG Funding's reconciliation.
** Includes interest to be capitalized.
2
GUARANTOR(S):
[TO BE PROVIDED]
3
IN WITNESS WHEREOF, the parties hereto have caused this Additional Xxxx of
Sale to be duly executed by their respective officers hereunto duly authorized,
as of the day and year first above written.
SELLER PURCHASER
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 Interim Eligible
Lender Trustee for the benefit of VG Lender Trustee for the benefit of SLM
Funding Funding LLC
By: ________________________ By: ________________________
(Signature of Authorized (Signature of Authorized
Signatory for Seller) Signatory for Purchaser)
Name: _________________________ Name: __________________________
Title: ________________________ Title: ___________________________
Date of Purchase: _________________
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ANNEX I
LOAN TRANSMITTAL SUMMARY FORM
Principal Balance
Additional Loans as of the related Subsequent Cutoff Date Purchase Price
---------------- ---------------------------------------- --------------
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