EXHIBIT 99.1
EXECUTION COPY
LOAN SALE AND CONTRIBUTION AGREEMENT (The Student Loan
Corporation to SLC Student Loan Receivables I, Inc.)
This Loan Sale and Contribution Agreement (this "Agreement") is made
and entered into as of March 27, 2002, by and among SLC Student Loan Receivables
I, Inc., a Delaware corporation (the "Purchaser") acting by and through Bankers
Trust Company, not individually but solely as eligible lender trustee (the
"Purchaser Trustee") and The Student Loan Corporation, a Delaware corporation
(the "Seller") acting by and through Citibank (New York State), not individually
but solely as eligible lender trustee (the "Seller Trustee").
W I T N E S S E T H :
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WHEREAS, the Purchaser, by and through the Purchaser Trustee,
desires to acquire from the Seller certain FFELP Loans (as defined below) to
assist students in obtaining a post-secondary education, title to which will be
held by the Purchaser Trustee pursuant to the Eligible Lender Trust Agreement,
and the Seller, by and through the Seller Trustee, desires to sell and
contribute certain FFELP Loans to the Purchaser, title to which will be held by
and through the Purchaser Trustee, in accordance with the terms and conditions
of this Agreement.
WHEREAS, the Seller owns all of the outstanding equity of the
Purchaser.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties agree as follows:
Section 1. Definitions.
"Borrower" means the student or parent obligor under an Eligible
Loan.
"Contract of Insurance" means an agreement between the Secretary of
Education and either the Seller Trustee or the Seller providing for the
insurance by the Secretary of Education of the principal of and accrued interest
on a FFELP Loan to the maximum extent permitted under the Higher Education Act.
"Eligible Lender Trust Agreement" means the Eligible Lender Trust
Agreement, dated March 27, 2002, between the Purchaser Trustee and the
Purchaser.
"Eligible Loan" means a FFELP Loan authorized to be acquired by the
Purchaser by and through the Purchaser Trustee which (i) has been or will be
made to a borrower for post-secondary education; (ii) is Guaranteed; (iii) if
such FFELP Loan is a subsidized Xxxxxxxx loan, qualifies the holder thereof to
receive Interest Subsidy Payments and Special Allowance Payments; if such FFELP
Loan is a consolidation loan authorized under Section 428C of the Higher
Education Act, qualifies the holder thereof to receive Interest Subsidy Payments
and Special Allowance Payments to the extent applicable; and if such FFELP Loan
is a PLUS loan authorized under Section 428B of the Higher Education Act, or an
unsubsidized Xxxxxxxx loan authorized under Section 428H of the Higher Education
Act, such FFELP Loan qualifies the holder thereof to receive Special Allowance
Payments; (iv) is either a consolidation loan or was originated to, or to
parents on behalf of, a borrower attending a four-year college or university or
enrolled in a graduate degree program; and (v) complies with each representation
and warranty with respect thereto contained herein.
"Federal Contracts" means all agreements between a Guarantee Agency
and the Secretary of Education providing for the payment by the Secretary of
Education of amounts authorized to be paid pursuant to the Higher Education Act,
including, but not limited to, reimbursement of amounts paid or payable upon
defaulted Eligible Loans and other student loans insured or guaranteed by any
Guarantee Agency and federal interest subsidy payments and Special Allowance
Payments, if applicable, to holders of qualifying student loans guaranteed by
any Guarantee Agency.
"FFELP Loans" means those specific loans acquired by the Purchaser
Trustee, on behalf of the Purchaser, from the Seller Trustee on behalf of the
Seller pursuant to this Agreement, inclusive of the promissory notes evidencing
such loans and the related documentation in connection with each thereof, which
were originated pursuant to the Federal Family Education Loan Program and the
Higher Education Act.
"Guarantee" or "Guaranteed" means, with respect to a FFELP Loan, the
guarantee by the Guarantee Agency, in accordance with the terms and conditions
of the Guarantee Agreement, of the principal of and accrued interest on the
FFELP Loan to the maximum extent permitted under the Higher Education Act on
FFELP Loans which have been originated, held and serviced in full compliance
with the Higher Education Act, and the coverage of the FFELP Loan by the Federal
Contracts providing, among other things, for reimbursement to the Guarantee
Agency for losses incurred by it on defaulted Eligible Loans guaranteed by it to
the extent of the maximum reimbursement allowed by the Federal Contracts.
"Guarantee Agency" means a state agency or a private nonprofit
institution or organization which administers a Guarantee Program within a state
or any successors and assignees thereof administering the Guarantee Program
which has entered into a Guarantee Agreement with the Purchaser Trustee on
behalf of the Purchaser.
"Guarantee Agreement" means the Federal Contracts, an agreement
between a Guarantee Agency and either the Purchaser Trustee or the Seller
Trustee providing for the Guarantee by such Guarantee Agency of the principal of
and accrued interest on Eligible Loans to Borrowers, made or acquired by the
Purchaser Trustee or the Seller Trustee from time to time, and any other similar
guarantee or agreement issued by a Guarantee Agency to the Purchaser or the
Purchaser Trustee pertaining to Eligible Loans.
"Guaranteed Loans" means FFELP Loans that are Guaranteed.
"Guarantee Program" means a Guarantee Agency's student loan guaranty
program pursuant to which such Guarantee Agency guarantees or insures student
loans.
"Higher Education Act" means Title IV, Parts B, F and G, of the
Higher Education Act of 1965, as amended or supplemented and in effect from time
to time, or any successor enactment thereto, and all regulations promulgated
thereunder and any directives issued by the Secretary of Education.
"Interest Subsidy Payments" means interest subsidy payments received
from the Secretary of Education pursuant to Section 428 of the Higher Education
Act or similar payments authorized by federal law or regulation.
"Issuer" means the SLC Student Loan Trust-I.
"Loan Purchase Date" means each date on which the Purchaser Trustee,
on behalf of the Purchaser, acquires Eligible Loans from the Seller Trustee, on
behalf of the Seller, as described in Section 2(b) hereof.
"Loan Sale and Contribution Agreement" means this FFELP Loan Sale
and Contribution Agreement including all exhibits and schedules attached hereto,
and any addenda, supplements or amendments hereto.
"Loan Transfer Addendum" means a Loan Transfer Addendum, in the form
set forth in Exhibit A executed by the Seller, the Seller Trustee, the Purchaser
and the Purchaser Trustee.
"Loan Transfer Schedule" means a written schedule in the form
attached to the Loan Transfer Addendum.
"Master Note" means a Master Promissory Note in the form mandated by
Section 432(m)(1)(D) of the Higher Education Act, as added by Pub. L.
105-244,ss. 427,112 Stat. 1702 (1998) as amended by Public Law No: 106-554
(enacted December 21, 2000) and as codified at 20 X.X.X.xx. 1082(m)(1).
"MPN Loan" means a FFELP Loan evidenced by a Master Note.
"Purchaser" has the meaning set forth in the recitals to this
Agreement.
"Purchaser Trustee" has the meaning set forth in the recitals to
this Agreement.
"Secretary of Education" means the Commissioner of Education and the
Secretary of the United States Department of Education (who succeeded to the
functions of the Commissioner of Education pursuant to the Department of
Education Organization Act), or any officer, board, body, commission or agency
succeeding to the functions thereof under the Higher Education Act.
"Seller" has the meaning set forth in the recitals to this
Agreement.
"Seller Trustee" has the meaning set forth in the recitals to this
Agreement.
"Special Allowance Payments" means special allowance payments
authorized to be made by the Secretary of Education pursuant to Section 438 of
the Higher Education Act or similar allowances authorized from time to time by
federal law or regulation.
Section 2. Sale and Contribution of FFELP Loans.
(a) Subject to the terms and conditions and in reliance upon the
representations, warranties and agreements set forth herein, the Seller, acting
by and through the Seller Trustee, agrees to sell and contribute to the
Purchaser Trustee, acting on behalf of the Purchaser, and the Purchaser, acting
by and through the Purchaser Trustee under the Eligible Lender Trust Agreement,
agrees to acquire from the Seller, a portfolio of FFELP Loans which are Eligible
Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer
Addendum dated as of the date hereof.
(b) Additional portfolios of FFELP Loans may be acquired from the
Seller hereunder by the Purchaser by and through the Purchaser Trustee from time
to time in the future, if the parties hereto execute and deliver a subsequent
Loan Transfer Addendum for each such acquisition of a portfolio, reflecting the
aggregate unpaid principal balance of Eligible Loans contained in such portfolio
on the applicable Loan Purchase Date, and if the Seller executes and delivers to
the Purchaser all documents required under Section 4 hereof as of the applicable
Loan Purchase Date. Any subsequent acquisition of an additional portfolio of
FFELP Loans shall be governed in all respects by this Agreement together with
the Loan Transfer Addendum pertaining to such portfolio. With respect to any
subsequent acquisition of an additional portfolio of FFELP Loans pursuant
hereto, the parties hereto shall have executed a Loan Transfer Addendum not less
than one business day prior to the applicable Loan Purchase Date.
(c) Consummation of the sale and contribution of each FFELP Loan
shall require execution and delivery to the Purchaser of (i) a Seller's Closing
Certificate dated as of the applicable Loan Purchase Date in the form of Exhibit
B hereof (and delivery of the documents described in Exhibit B) (a "Seller's
Closing Certificate"); (ii) a Blanket Endorsement dated as of the applicable
Loan Purchase Date in the form set forth in Exhibit C hereof (each, a "Blanket
Endorsement"); and (iii) a Xxxx of Sale dated as of the applicable Loan Purchase
Date in the form set forth in Exhibit D hereof (each, a "Xxxx of Sale").
(d) It is the intention of the Seller that the transfer from the
Seller to the Purchaser Trustee on behalf of the Purchaser constitutes a true
sale and contribution of the FFELP Loans hereunder and that, subsequent to the
transfer, neither the interest in nor title to the FFELP Loans shall become or
be deemed property of the Seller for any purpose under applicable law.
(e) Delivery and payment for the FFELP Loans shall take place at a
location to be specified by the Purchaser not later than the applicable Loan
Purchase Date set forth in the Loan Transfer Addendum pertaining to such FFELP
Loans.
(f) Subject to the terms and conditions of this Agreement, the
Purchaser agrees to acquire the FFELP Loans by and through the Purchaser Trustee
at a price set forth in or determined pursuant to the applicable Loan Transfer
Addendum. The excess of the fair market value of the FFELP Loans acquired over
such price shall be deemed a contribution by Seller to the capital of the
Purchaser. Seller shall continue due diligence servicing in compliance with the
Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date;
thereafter, servicing shall be paid for by, and shall be the responsibility of,
the Purchaser.
(g) If Seller originates or purchases a FFELP Loan which is a
consolidation loan under Section 428C of the Higher Education Act, and the
proceeds of such consolidation loan are used to repay the principal and interest
due on a FFELP Loan transferred by the Seller to the Purchaser hereunder, then
the Seller shall rebate the unamortized premiums paid by the Purchaser to Seller
in connection with the acquisition of said FFELP Loan.
Section 3. Representations, Warranties, Covenants and Agreements of
the Seller. With respect to FFELP Loans transferred on a Loan Purchase Date, the
Seller will make the following representations and warranties on the applicable
Loan Sale Purchase Date.
(a) (i) Any information furnished by the Seller to the Purchaser, or
the Purchaser's agents with respect to a FFELP Loan, including the Loan Transfer
Schedule attached to the applicable Loan Transfer Addendum, is true, complete
and correct in all material respects.
(ii) The amount of the unpaid principal balance of each FFELP Loan
shown on the Loan Transfer Schedule is correct, and no counterclaim,
offset, defense or right to rescission exists with respect to any FFELP
Loan which can be asserted and maintained or which, with notice, lapse of
time or the occurrence or failure to occur of any act or event could be
asserted and maintained by the Borrower against the Seller or the
Purchaser as assignee thereof. The Seller shall have taken all reasonable
actions to assure that no maker of a FFELP Loan has or may acquire a
defense to the payment thereof. No FFELP Loan carries a rate of interest
less than, or in excess of, the applicable rate of interest required by
the Higher Education Act. If the Higher Education Act permits the Seller
to charge an interest rate less than the applicable rate of interest, no
FFELP Loan acquired hereunder bears interest at a rate lower than the
applicable rate of interest; provided, however, that the Purchaser may
approve, in its sole discretion, in writing, interest reductions which are
part of a borrower repayment incentive program of the Seller, the terms of
which have been fully described in detail and in writing to the Purchaser.
(iii) Each FFELP Loan has been duly executed and delivered and
constitutes the legal, valid and binding obligation of the maker (and the
endorser, if any) thereof, enforceable in accordance with its terms.
(iv) Each FFELP Loan complies in all respects with the requirements
of the Higher Education Act and is an Eligible Loan.
(v) The Seller has applied for and received the Secretary of
Education's or a Guarantee Agency's designation as an "Eligible Lender"
under the Higher Education Act, and the Seller has entered into all
agreements required to be entered into for participation in the Federal
Family Education Loan Program under the Higher Education Act.
(vi) The Seller is the sole owner and holder of each FFELP Loan and
has full right and authority to sell, contribute and assign the same free
and clear of all liens, claims or encumbrances; no FFELP Loan has been
pledged or assigned for any purpose; and each FFELP Loan is free of any
and all liens, claims, encumbrances and security interests of any
description.
(vii) The Seller and any independent servicer have each exercised
and shall continue to exercise, until the scheduled sale and contribution
date, due diligence and reasonable care in making, administering,
servicing and collecting the FFELP Loans.
(viii) The Seller or the lender that originated a FFELP Loan, has
reported the amount of origination fees, if any, authorized to be
collected with respect to the loan pursuant to Section 438(c) of the
Higher Education Act to the Secretary of Education for the period in which
the fee was authorized to be collected.
(ix) The Seller or originating lender has made any refund of an
origination fee collected in connection with any loan which may be
required pursuant to the Higher Education Act.
(x) Each FFELP Loan is Guaranteed; each Guarantee, is in full force
and effect, is freely transferable as an incident to the transfer of the
related FFELP Loan and is valid and binding upon the parties thereto; all
amounts due and payable to the Secretary of Education or a Guarantee
Agency, as the case may be, have been or will be paid in full by the
Seller, and none of the FFELP Loans has at any time been tendered to
either the Secretary of Education or any Guarantee Agency for payment.
(xi) Each FFELP Loan was made in compliance with all applicable
local, state and federal laws, rules and regulations, including, without
limitation, all applicable nondiscrimination, truth-in-lending, consumer
credit and usury laws.
(xii) Each FFELP Loan is evidenced by an executed promissory note
(which may be in electronic form), which note is a valid and binding
obligation of the Borrower, enforceable by or on behalf of the holder
thereof in accordance with its terms, subject to bankruptcy, insolvency
and other laws relating to or affecting creditors' rights.
(xiii) No FFELP Loan has a payment that is more than 90 days
overdue.
(xiv) Each FFELP Loan is accruing interest (whether or not such
interest is being paid currently, either by the Borrower or the Secretary
of Education, or is being capitalized). (xv) Each FFELP Loan constitutes
an "instrument" within the meaning of the applicable Uniform Commercial
Code.
(xvi) Other than pursuant to this Agreement, the Seller has not
pledged, assigned, transferred, granted a security interest in, or
otherwise conveyed any of the FFELP Loans. The Seller has not authorized
the filing of and is not aware of any financing statements against the
Seller that include a description of collateral covering the FFELP Loans
other than any financing statement relating to transfer of the FFELP Loans
pursuant to this Agreement. The Seller is not aware of any judgment or tax
lien filings against the Seller.
(xvii)None of the FFELP Loans has any marks or notations indicating
that they have been pledged, assigned or otherwise conveyed to any person
other than the Purchaser.
(b) (i) The Seller has, and its officers acting on its behalf have,
full legal authority to engage in the transactions contemplated by this
Agreement.
(ii) The execution and delivery of this Agreement, the consummation
of the transactions herein contemplated and compliance with the terms,
conditions and provisions of this Agreement do not and will not conflict
with or result in a breach of any of the terms, conditions or provisions
of any agreement or instrument to which the Seller is a party or by which
it is bound or constitute a default thereunder; the Seller is not a party
to or bound by any agreement or instrument or subject to any charter or
other corporation restriction or judgment, order, writ, injunction,
decree, law, rule or regulation which may materially and adversely affect
the ability of the Seller to perform its obligations under this Agreement
and this Agreement constitutes a valid and binding obligation of the
Seller enforceable against it in accordance with its terms, subject to the
effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws relating to or affecting creditors'
rights generally and court decisions with respect thereto, and no consent,
approval or authorization is required in connection with the consummation
of the transactions herein contemplated, except for those that have been
obtained.
(iii) The Seller is duly organized, validly existing and in good
standing under the laws of its applicable jurisdiction of organization and
has the power and authority to own its assets and carry on its business as
now being conducted.
(iv) The Seller shall not organize under the law of any jurisdiction
other than the state under which it is organized as of the initial Loan
Purchase Date (whether changing its jurisdiction of organization or
organizing under an additional jurisdiction) without giving 30 days prior
written notice of such action to the Purchaser. Before effecting such
change, the Seller shall prepare and file in the appropriate filing office
any financing statements or other statements necessary to continue the
perfection of the Purchaser's interests in the FFELP Loans.
(v) All loan documentation shall be delivered to a custodian prior
to payment of the purchase price of such FFELP Loan.
(c) Each representation, warranty, certification, covenant and
agreement contained in this Agreement shall survive the applicable Loan Purchase
Date.
Section 4. Conditions of Purchase. The Purchaser's obligation to
acquire and pay for the FFELP Loans hereunder by and through the Purchaser
Trustee as of any applicable Loan Purchase Date shall be subject to each of the
following conditions precedent:
(a) All representations, warranties and statements by or on behalf
of the Seller contained in this Agreement shall be true on the applicable Loan
Purchase Date.
(b) Any notification to or approval by the Secretary of Education or
a Guarantee Agency required by the Higher Education Act or a Guarantee Agreement
as a condition to the assignment of the FFELP Loans shall have been made or
received and evidence thereof delivered to the Purchaser.
(c) The entire interest of the Seller in each FFELP Loan shall have
been duly assigned pursuant to a Blanket Endorsement, such endorsement to be
without recourse except as provided in Section 6 hereof.
(d) Physical custody and possession of the FFELP Loans (including
all information and documentation which is described in a Seller's Closing
Certificate) shall be transferred in the manner directed by the Purchaser.
(e) Delivery by the Seller to the Purchaser on or before the
applicable Loan Purchase Date of the following documentation: a Seller's Closing
Certificate; a Blanket Endorsement; a Xxxx of Sale; and UCC-1 Financing
Statements reflecting the transfer from the Seller to the Purchaser Trustee on
behalf of the Purchaser.
(f) Delivery by the Seller to the Purchaser, not less than one
business day prior to the applicable Loan Purchase Date, of a fully executed and
completed Loan Transfer Addendum, with respect to FFELP Loans referred to in the
related Xxxx of Sale.
(g) Adequate funds are available to the Purchaser from an indenture
or other financing agreement relating to notes which will finance the
acquisition of FFELP Loans under this Agreement.
Section 5. Rejection of FFELP Loans.
(a) If (i) the Seller is unable to make or furnish the
representations and warranties required to be made or furnished by it pursuant
to this Agreement as to a FFELP Loan or (ii) the Purchaser determines that the
Seller is unable to fulfill one or more covenants or conditions of this
Agreement as to a FFELP Loan or (iii) the Purchaser, in its reasonable judgment,
deems that a FFELP Loan does not comply with the terms and conditions of this
Agreement or is not being delivered in compliance with such terms and conditions
or (iv) the Purchaser, in its reasonable judgment deems that a FFELP Loan is for
any reason unacceptable to it, then the Purchaser may refuse to accept and pay
for such FFELP Loan (or any substitute FFELP Loan offered by the Seller in lieu
thereof).
(b) If the Purchaser rejects a FFELP Loan, any such FFELP Loan shall
be returned to the Seller by registered mail (for repurchase pursuant to Section
6 if the FFELP Loan has previously been purchased by the Purchaser), together
with a letter identifying each returned FFELP Loan and stating the basis for its
return.
The liability of the Purchaser in connection with the loss of or
damage to any FFELP Loan to be returned to the Seller is limited to such loss
or damage occurring as a result of their respective gross negligence or
willful misconduct in handling or safekeeping FFELP Loans.
Section 6. Repurchase Obligation. If:
(i) any representation or warranty made or furnished by the Seller
pursuant to Sections 3(a) and 10(a) of this Agreement shall prove to have
been materially incorrect;
(ii) the Secretary of Education or a Guarantee Agency, as the case
may be, refuses to honor all or part of a claim filed with respect to a
FFELP Loan, including any claim for Interest Subsidy Payments, Special
Allowance Payments, insurance, reinsurance or Guarantee payments on
account of any circumstance or event that occurred prior to the sale and
contribution of such FFELP Loan to the Purchaser by and through the
Purchaser Trustee;
(iii) on account of any wrongful or negligent act or omission of the
Seller, the originating lender or its or their servicing agents, that
occurred prior to the sale and contribution of a FFELP Loan to the
Purchaser, a defense that makes the loan unenforceable is asserted by a
Borrower, maker or endorser, if any, of the FFELP Loan with respect to his
or her obligation to pay all or any part of the FFLEP Loan;
(iv) a FFELP Loan is required to be repurchased pursuant to
subsection 5(b); or
(v) the instrument which Seller purports to be a FFELP Loan is not,
in fact, a FFELP Loan;
then the Seller shall be obligated to repurchase such FFELP Loan or purported
FFELP Loan upon the request of the Purchaser or any assignee of the Purchaser
hereunder by paying to the Purchaser or any such assignee 98% of an amount equal
to the then outstanding principal balance of such FFELP Loan or purported FFELP
Loan, plus 98% of all interest accrued and unpaid on such FFELP Loan, plus 100%
of the applicable Special Allowance Payments accrued and unpaid with respect to
such FFELP Loan or purported FFELP Loan from the applicable Loan Purchase Date
to and including the date of repurchase, plus any amounts owed to the Secretary
of Education with respect to the repurchased FFELP Loan or purported FFELP Loan,
or such other repurchase amount as shall be set forth in the related Loan
Transfer Addendum.
Section 7. Notification to Borrowers. The servicing agent on behalf
of the Seller shall notify Borrowers under the FFELP Loans as required by the
Higher Education Act of the assignment and transfer to the Purchaser Trustee of
the Seller's interest in such FFELP Loans and the Seller shall direct each
Borrower to make all payments thereon directly to the Purchaser or as it may
otherwise designate.
Section 8. Obligations To Forward Payments and Communications.
(a) The Seller shall promptly remit, or cause to be remitted, to the
Purchaser all funds received by the Seller after the applicable Loan Purchase
Date which constitute payments of principal or interest (including Interest
Subsidy Payments) or Special Allowance Payments accrued after the applicable
Loan Purchase Date with respect to any FFELP Loan.
(b) The Seller shall immediately transmit to the Purchaser any
communication received by the Seller after the applicable Loan Purchase Date
with respect to a FFELP Loan or the Borrower under such a FFELP Loan. Such
communication shall include, but not be limited to, letters, notices of death or
disability, adjudication of bankruptcy and similar documents and forms
requesting deferment of repayment or loan cancellations.
Section 9. Payment of Expenses and Taxes. Each party to this
Agreement shall pay its own expenses incurred in connection with the
preparation, execution and delivery of this Agreement and the transactions
herein contemplated, including, but not limited to, the fees and disbursements
of counsel; provided, however, that Seller shall pay any transfer or other taxes
and recording or filing fees payable in connection with the sale and
contribution of the FFELP Loans.
Section 10. Special Provisions Relating to MPN Loans.
(a) The Seller hereby represents and warrants that the Seller is
transferring all of its right title and interest in the MPN Loans to the
Purchaser, that it has not assigned any interest in such MPN Loans (other than
security interests that have been released or ownership interests that the
Seller has reacquired) to any person other than the Purchaser, and that no prior
holder of the MPN Loans has assigned any interest in such MPN Loans (other than
security interests that have been released or ownership interests that such
prior holder has reacquired) to any person other than a predecessor in title to
the Seller. The Seller hereby covenants that the Seller shall not attempt to
transfer to any other person any interest in any MPN Loan assigned hereunder.
(b) The Seller hereby authorizes the Purchaser to file a UCC-1
financing statement identifying the Seller as debtor and the Purchaser as
secured party and describing the MPN Loans transferred pursuant to this
Agreement. The preparation or filing of such UCC-l financing statement is solely
for additional protection of the Purchaser's interest in the MPN Loans and shall
not be deemed to contradict the express intent of the Seller and the Purchaser
that the transfer of MPN Loans under this Agreement is an absolute assignment of
such MPN Loans and is not a transfer of such MPN Loans as security for a debt.
Section 11. Other Provisions.
(a) The Seller shall, at its expense, execute all other documents
and take all other steps as may be requested by the Purchaser or the Purchaser
Trustee from time to time to effect the sale and contribution hereunder of the
FFELP Loans.
(b) This Agreement, including the Exhibits hereto, sets forth the
entire understanding among the parties hereto as to the subject matter set forth
herein. The provisions of this Agreement cannot be waived or modified unless
such waiver or modification be in writing and signed by parties hereto. Inaction
or failure to demand strict performance shall not be deemed a waiver.
(c) This Agreement shall be governed by the laws of the State of New
York, without giving effect to principles of conflicts of law.
(d) All covenants and agreements herein contained shall extend to
and be obligatory upon all successors of the respective parties hereto.
(e) This Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
(f) If any provision of this Agreement shall be held, deemed to be
or shall, in fact, be inoperative or unenforceable as applied in any particular
situation, such circumstances shall not have the effect of rendering the
provision in question inoperative or unenforceable in any other situation or of
rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable to any extent whatsoever. The invalidity of any one
or more phrases, sentences, clauses or paragraphs herein contained shall not
affect the remaining portions of this Agreement or any part hereof.
(g) All notices, requests, demands or other instruments which may or
are required to be given by either party to the other shall be in writing, and
each shall be deemed to have been properly given when served personally on an
officer of the party to whom such notice is given or upon expiration of a period
of 48 hours from and after the postmark thereof when mailed, postage prepaid, by
registered or certified mail, requesting return receipt, by overnight courier,
or by telecopy, addressed as follows:
If to the Purchaser:
SLC Student Loan Receivables I, Inc.
000 Xxxxxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to the Purchaser Trustee at:
Bankers Trust Company
Four Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Until further notice:
000 Xxxxx Xxx
Xxxxxx Xxxx, XX 00000
Attention: Structured Finance Services
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Seller:
The Student Loan Corporation
000 Xxxxxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to the Seller Trustee at:
Citibank (New York State)
00 Xxxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Any party may change the address and name of the addressee to which
subsequent notices are to be sent to it by notice to the others given as
aforesaid, but any such notice of change, if sent by mail, shall not be
effective until the fifth day after it is mailed.
(h) This Agreement may not be terminated by either party hereto
except in the manner and with the effect herein specifically provided for.
(i) This Agreement shall not be assignable by the Seller, in whole
or in part, without the prior written consent of the Purchaser.
(j) No remedy by the terms of this Agreement conferred upon or
reserved to the Purchaser is intended to be exclusive of any other remedy, but
each and every such remedy shall be cumulative and in addition to every other
remedy given under this Agreement or existing at law or in equity (including,
without limitation, the right to such equitable relief by way of injunction) or
by statute on or after the date of this Agreement.
(k) Acts to be taken by the Purchaser with respect to acquiring and
holding title to FFELP Loans hereunder shall be taken by the Purchaser Trustee
as directed by the Purchaser, which qualifies as an "eligible lender" trustee
under the Higher Education Act, and all references herein to the Purchaser shall
incorporate by this reference the fact that the Purchaser Trustee will be
acquiring and holding title to FFELP Loans on behalf of the Purchaser, all as
required under the Higher Education Act.
(l) The parties hereto acknowledge that the Issuer and credit
providers of the Purchaser and/or the Issuer, as the case may be, through an
indenture or other financing arrangement, shall be third party beneficiaries of
this Agreement with the power and right to enforce the provisions hereof, and
that the Issuer and any such credit providers may become an assignee of the
Purchaser. The foregoing creates a permissive right on the part of such third
party beneficiaries, and such third party beneficiaries shall be under no duties
or obligations hereunder.
IN WITNESS WHEREOF, the parties have hereunto set their hands as of
the day and year first above written.
THE STUDENT LOAN CORPORATION, as Seller
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
SLC STUDENT LOAN RECEIVABLES I, INC., as
Purchaser
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
BANKERS TRUST COMPANY, not in its
individual capacity but solely as
Purchaser Trustee
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
CITIBANK (NEW YORK STATE), not in its
individual capacity but solely as
Seller Trustee
By: /s/ Xxxxxxx Xxxx
----------------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
EXHIBIT A
LOAN TRANSFER ADDENDUM
This Loan Transfer Addendum (the "Addendum") is made and entered
into as of the ____ day of ____________, _____, by and among SLC Student Loan
Receivables I, Inc. (the "Purchaser") acting by and through Bankers Trust
Company, not individually but solely as eligible lender trustee (the "Purchaser
Trustee") and The Student Loan Corporation (the "Seller") acting by and through
Citibank (New York State), not individually but solely as eligible lender
trustee (the "Seller Trustee").
WHEREAS, the parties hereto entered into the Loan Sale and
Contribution Agreement, dated as of _______ __, 2002 (the "Loan Sale and
Contribution Agreement"), and the Seller wishes to sell and contribute a
portfolio of Eligible Loans (as defined in the Loan Sale and Contribution
Agreement) to the Purchaser, pursuant to and in accordance with the terms and
conditions of the Loan Sale and Contribution Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, the parties hereto agree as follows:
1. Definitions. All capitalized terms in this Addendum shall have
the same meanings given to them in the Loan Sale and Contribution Agreement,
unless otherwise specifically stated herein.
2. Sale and Contribution of Eligible Loans. Subject to the terms and
conditions of the Loan Sale and Contribution Agreement and in reliance upon the
representations, warranties and covenants as set forth in the Loan Sale and
Contribution Agreement, the Seller agrees to sell and contribute to the
Purchaser Trustee, as trustee under the Eligible Lender Trust Agreement on
behalf of the Purchaser, a portfolio of Eligible Loans identified in the Loan
Transfer Schedule attached hereto, having an aggregate outstanding principal
balance of approximately $_______ (the "Current Purchase Portfolio"). The
difference between the fair market value of the FFELP Loans and the purchase
price of the Current Purchase Portfolio shall be considered a capital
contribution by the Seller to the Purchaser.
3. Purchase Price. Subject to the terms and conditions of the Loan
Sale and Contribution Agreement, the Purchaser agrees to acquire the Eligible
Loans in the Current Purchase Portfolio at a purchase price equal to the sum of
(i) ______% of the aggregate unpaid principal balance thereon plus (ii) 100% of
the accrued and unpaid interest thereon, each as of the Loan Purchase Date set
forth in Section 4 hereof plus (iii) the entire amount of any origination fee
which is authorized to be charged by the Higher Education Act with respect to
the FFELP Loan being transferred.
4. Loan Purchase Date. The Loan Purchase Date shall be no later than
_________ __, 20__.
5. Representations and Warranties. The Seller hereby makes the
representations and warranties set forth in (i) Section 3(a) of the Loan Sale
and Contribution Agreement, with respect to all the FFELP Loans and (ii) Section
10 (a) of the Loan Sale and Contribution Agreement, with respect to the MPN
Loans as of the Loan Purchase Date set forth in Section 4 hereof.
6. Effect on Loan Sale and Contribution Agreement. This Addendum
sets forth the terms of sale and contribution solely with respect to the Current
Purchase Portfolio. This Addendum shall have no effect upon any other sale or
contribution of any Eligible Loans consummated or contemplated prior to or after
the Loan Purchase Date, and all other terms, conditions and agreements contained
in the Loan Sale and Contribution Agreement shall remain in full force and
effect. Prior or subsequent sales and contributions of Eligible Loans shall each
be governed by a separate Loan Transfer Addendum.
THE STUDENT LOAN CORPORATION,
as Seller
By:
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
SLC STUDENT LOAN RECEIVABLES I, INC.,
as Purchaser
By:
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
BANKERS TRUST COMPANY, not in its
individual capacity but solely as
Purchaser Trustee
By:
---------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
CITIBANK (NEW YORK STATE), not in its
individual capacity but solely as
Seller Trustee
By:
---------------------------------------
Name:
Title:
LOAN TRANSFER SCHEDULE
EXHIBIT B
SELLER'S CLOSING CERTIFICATE
The Student Loan Corporation (the "Seller") does hereby certify that
all representations, warranties and statements by or on behalf of the Seller
contained in the Loan Sale and Contribution Agreement, dated as of ______ __,
2002 (the "Loan Sale and Contribution Agreement"), by and among the Seller,
acting by and through Citibank (New York State), not individually but solely as
eligible lender trustee (the "Seller Trustee") and SLC Student Loan Receivables
I, Inc. (the "Purchaser") acting by and through Bankers Trust Company, not
individually but solely as eligible lender trustee (the "Purchaser Trustee"),
are true and correct on and as of _____ __, 20__,* without exception or
qualification whatsoever;
FURTHERMORE, the Seller does hereby certify that the following
documents, where applicable to each FFELP Loan (as defined in the Loan Sale and
Contribution Agreement) acquired under the Loan Sale and Contribution Agreement,
have heretofore been furnished to the Purchaser or are simultaneously herewith
delivered in accordance with the instructions of the Purchaser, pursuant to
subsection 4(d) of the Loan Sale and Contribution Agreement:
o Department of Education application or Guarantee Agency
application, as supplemented;
o Interim note(s) for each Loan that is not an MPN Loan; o
Payout note(s) for each Loan that is not an MPN Loan; o
Disclosure and Loan information statement;
o Guarantee Agreement, Agreement for Participation in the
Guaranteed Loan Program and Notification of Loan Approval by
the Guarantee Agency with respect to each Guaranteed Loan (or
certified copy thereof);
o Any other documentation held by the Seller relating to the
history of such Eligible Loan;
o Secretary of Education and Guarantee Agency Loan Transfer
Statements;
o Uniform Commercial Code financing statement, if any, securing
any interest in an Eligible Loan to be Financed, and an
executed termination statement related thereto;
o Evidence of Loan disbursement; and
o Any other document required to be submitted with a claim to
the Guarantee Agency.
IN WITNESS WHEREOF, the undersigned has caused this Certificate to
be executed and delivered by an officer hereunto duly authorized as of ______
__, 20__*.
THE STUDENT LOAN CORPORATION,
By:
---------------------------------------
Name:
Title:
* Insert applicable Loan Purchase Date.
EXHIBIT C
BLANKET ENDORSEMENT OF
STUDENT LOAN PROMISSORY NOTES
Pursuant to the Loan Sale and Contribution Agreement, dated as of
______ _, 2002 (the "Loan Sale and Contribution Agreement"), the undersigned
("Seller"), by execution of this instrument, hereby endorses all promissory
notes purchased by Bankers Trust Company, as eligible lender trustee (the
"Purchaser Trustee") for SLC Student Loan Receivables I, Inc. (the "Purchaser").
This endorsement is in blank, unrestricted form. This endorsement is without
recourse, except as provided under the terms of the Loan Sale and Contribution
Agreement. All right, title, and interest of Seller in and to the promissory
notes and related documentation identified in the attached loan ledger are
transferred and assigned to Purchaser Trustee on behalf of the Purchaser.
This endorsement may be further manifested by attaching this
instrument or a facsimile hereof to each or any of the Promissory Notes and
related documentation acquired by the Purchaser Trustee on behalf of the
Purchaser from Seller, or by attaching this instrument to the loan ledger
schedule, as the Purchaser may require or deem necessary.
Dated this ___ day of , _________ __, 20__.
THE STUDENT LOAN CORPORATION,
By:
---------------------------------------
Name:
Title:
EXHIBIT D
XXXX OF SALE
FOR VALUE RECEIVED, The Student Loan Corporation (the "Seller"),
pursuant to the terms and conditions of the Loan Sale and Contribution
Agreement, dated as of _______ __, 2002 (the "Loan Sale and Contribution
Agreement"), by and among the Seller, acting by and through Citibank (New York
State), not individually but solely as eligible lender trustee (the "Seller
Trustee") and SLC Student Loan Receivables I, Inc. (the "Purchaser") acting by
and through Bankers Trust Company, not individually but solely as eligible
lender trustee (the "Purchaser Trustee") does hereby grant, sell, contribute,
assign, transfer and convey to Bankers Trust Company, solely in its capacity as
the Purchaser Trustee on behalf of the Purchaser and its successors and assigns,
all right, title and interest of the Seller in and to the following:
(1) The loans described in ANNEX I, attached hereto (the "Loans"),
including the guarantee of the Loans issued by a guarantee agency pursuant to
the Federal Family Education Loan Program (20 U.S.C. ss. 1071 eT seq.);
(2) All promissory notes and related documentation evidencing the
indebtedness represented by such Loans; and
(3) All proceeds of the foregoing including, without limitation, all
payments made by the obligor thereunder or with respect thereto, all guarantee
payments made by any guarantee agency with respect thereto, and all interest
benefit payments and special allowance payments with respect thereto made under
Title IV, Part B, of the Higher Education Act of 1965, as amended, and all
rights to receive such payments, but excluding any proceeds of the sale and
contribution made hereby.
TO HAVE AND TO HOLD the same unto the Purchaser Trustee on behalf of
the Purchaser, its successors and assigns, forever. This Xxxx of Sale is made
pursuant to and is subject to the terms and provisions of the Loan Sale and
Contribution Agreement, and is without recourse, except as provided in the Loan
Sale and Contribution Agreement.
IN WITNESS WHEREOF, the Seller has caused this instrument to be
executed by one of its officers duly authorized to be effective as of the ____
day of ______ __, 20__.
THE STUDENT LOAN CORPORATION,
By:
---------------------------------------
Name:
Title:
ANNEX I
