MRU Holdings, Inc. and MRU ABS II LLC TRANSFER AND CONTRIBUTION AGREEMENT Dated as of July 10, 2008
Execution
Copy
MRU
Holdings, Inc.
and
MRU
ABS
II LLC
Dated
as
of July 10, 2008
TABLE
OF CONTENTS
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Page
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1.
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DEFINITIONS
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1
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2.
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CONTRIBUTION
OF STUDENT LOANS
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1
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3.
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OWNERSHIP
OF CONTRIBUTED STUDENT LOANS; INTENDED CHARACTERIZATION; GRANT OF
SECURITY
INTEREST
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2
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4.
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GENERAL
REPRESENTATIONS AND WARRANTIES OF TRANSFEROR
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2
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5.
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ADDITIONAL
REPRESENTATIONS AND WARRANTIES OF TRANSFEROR
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3
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6.
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REPRESENTATIONS
AND WARRANTIES OF MRU ABS
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6
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7.
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SOLE
REMEDY
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7
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8.
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INDEMNIFICATION
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8
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9.
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ASSIGNMENT
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8
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10.
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THIRD
PARTY BENEFICIARIES
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8
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11.
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NOTICES
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8
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12.
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NON
PETITION.
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9
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13.
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GOVERNING
LAW
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9
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14.
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MANNER
OF PAYMENTS
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9
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15.
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ENTIRE
AGREEMENT
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9
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16.
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AMENDMENT
AND WAIVER
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9
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17.
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SEVERABILITY
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9
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18.
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HEADINGS
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9
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19.
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COUNTERPARTS
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9
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THIS
TRANSFER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of July 10,
2008, is made by and between MRU Holdings, Inc., a Delaware corporation having
its principal location at 000 Xxxxxxx Xxxxxx,00xx Xxxxx Xxx Xxxx, Xxx Xxxx
00000
(“Transferor”), and MRU ABS II LLC, a Delaware limited liability company, having
its principal location at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx 000, Xxx Xxxx,
Xxx Xxxx 00000 (“MRU ABS”).
WHEREAS,
Transferor has agreed to transfer and convey to MRU ABS, and MRU ABS has agreed
to accept from Transferor, on any Transfer Date, certain Student Loans on the
terms set forth herein. The term “Transfer Date”, for purposes of this
Agreement, refers to the Closing Date and each subsequent date no later than
September 30, 2008 selected by the Transferor.
NOW,
THEREFORE, in consideration of the foregoing and the terms, conditions and
mutual covenants and agreements herein contained, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Transferor and MRU ABS agree as follows:
1. Definitions.
The
terms used in this Agreement shall be defined as set forth herein
and on Schedule
1
hereto.
Capitalized terms which are not defined herein shall have the meaning set forth
in that certain Indenture,
dated
as of July 1, 2008 (the “Indenture”), by and between MRU Student Loan Trust
2008-A, as issuer (the “Issuer”), and The Bank of New York Mellon Trust Company,
National Association, as indenture trustee (the “Indenture Trustee”).
2. Contribution
of Student Loans.
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(a)
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Subject
to the terms and conditions of this Agreement, on each Transfer Date
Transferor agrees to contribute to the capital of, and transfer,
assign,
and otherwise convey to, MRU ABS, without recourse (except to the
extent
specifically provided herein), and MRU ABS hereby agrees to accept
and
acquire, all right, title and interest of Transferor in and to the
Student
Loans identified on Schedule
2
to
this Agreement (the “Contributed Student Loans”). For each Transfer Date,
the Transferor shall prepare a revised Schedule
2
showing the additional Contributed Student Loans to be transferred
to MRU
ABS on such Transfer Date, and thereafter until further revised pursuant
to this Section
2(a)
such revised Schedule
2
shall be in effect.
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(b)
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Transferor
agrees to cause to be delivered to MRU ABS or MRU ABS’s designated
custodian at MRU ABS’s cost, the Student Loan Files of all Contributed
Student Loans.
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(c)
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Transferor
shall file any necessary Uniform Commercial Code financing statements,
and
cause to be filed such continuation statements, all in such manner
and in
such places as may be required by law fully to preserve, maintain
and
protect the interest of MRU ABS in the Contributed
Student Loans
and the proceeds thereof. Transferor shall deliver (or cause to be
delivered) to MRU ABS file-stamped copies of, or filing receipts
for, any
document filed as provided above, as soon as available following
such
filing.
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(d)
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Transferor
hereby assigns to MRU ABS with respect to each Contributed Student
Loan
conveyed to MRU ABS pursuant to this Agreement, all of Transferor’s rights
to any refunds, credits or adjustments and the interest accruing
on each
such Contributed Student Loan.
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3. (a) Ownership
of Contributed Student Loans.
On and
after each Transfer Date, MRU ABS shall be the sole owner for all purposes
(e.g.,
tax,
accounting and legal) of the Contributed Student Loans contributed by Transferor
on such date and shall be entitled to all of the rights, privileges, and
remedies applicable to said ownership interest. Transferor agrees to make
entries on its books and records to clearly indicate the contribution of such
Contributed Student Loans as of each Transfer Date. Transferor does not assume
and shall not have any liability to MRU ABS for the repayment of any such
Contributed Student Loans; provided that the Transferor shall promptly forward
any payments on any such Contributed Student Loans that it receives to a bank
account designated for this purpose by MRU ABS. Transferor shall forward such
payments on any Contributed Student Loans via wire transfer. Transferor hereby
agrees and acknowledges that any such payments on any such Contributed Student
Loans so received by Transferor shall be held in trust for MRU ABS.
(b) Intended
Characterization; Grant of Security Interest.
It
is the
intention of the parties hereto that each transfer of Contributed Student Loans
to be made pursuant to the terms hereof shall constitute an absolute transfer
with the effect described in Section
3(a)
by the
Transferor to MRU ABS and not a loan secured by the Contributed Student Loans.
In the event, however, that a court of competent jurisdiction were to hold
that
any such transfer constitutes a loan and not an absolute transfer, it is the
intention of the parties hereto that the Transferor shall be deemed to have
granted to MRU ABS as of the date hereof a first priority perfected security
interest in all of the Transferor’s right, title and interest in, to and under
the Contributed Student Loans and that with respect to such transfer, this
Agreement shall constitute a security agreement under applicable
law.
4. General
Representations and Warranties of Transferor.
Transferor hereby represents and warrants as of each Transfer Date
that:
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(a)
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Transferor
is a Delaware corporation, duly organized, validly existing and in
good
standing under the laws of Delaware and has full corporate power
and
authority to execute, deliver, and perform its obligations under
this
Agreement; the execution, delivery and performance of this Agreement
and
the transfer of the Contributed Student Loans on the related Transfer
Date
have been and will continue to be duly authorized and are not and
will not
be in conflict with and do not violate the terms of the charter or
bylaws
of Transferor and will not result in a breach of or constitute a
default
under, or require any consent under, any indenture, loan or agreement
to
which Transferor is a party.
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(b)
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All
approvals, authorizations, licenses, registrations, consents, and
other
actions by, notices to, and filings with, any Person that may be
required
in connection with the execution, delivery, and performance of this
Agreement by Transferor, have been
obtained.
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(c)
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This
Agreement constitutes a legal, valid, and binding obligation of
Transferor, enforceable against Transferor in accordance with its
terms,
except (i) as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, receivership, conservatorship
or
other similar laws now or hereafter in effect, and (ii) as such
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in
equity).
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(d)
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There
are no proceedings or investigations pending or, to the best knowledge
of
Transferor, threatened against Transferor (i) asserting the invalidity
of
this Agreement, (ii) seeking to prevent the consummation by Transferor
of
any of the transactions contemplated by this Agreement, (iii) seeking
any
determination or ruling that, in the reasonable judgment of Transferor,
would materially and adversely affect the validity or enforceability
of
this Agreement.
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(e)
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Both
before and after giving effect to the transfer (pursuant to Section
2) of
Contributed Student Loans on such Transfer Date, Transferor is not
insolvent or undercapitalized and the Transferor is not undertaking
such
transfer with the intent to incur debts beyond its ability to pay
as such
debts mature nor with the intent to hinder, delay or defraud any
present
or future creditor.
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(f)
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The
execution, delivery and performance of this Agreement by Transferor
comply
with all Applicable Law.
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The
representations and warranties set forth in this Section
4
shall
survive the contribution and transfer of the Contributed Student Loans to MRU
ABS pursuant to this Agreement.
5. Additional
Representations and Warranties of Transferor.
Transferor hereby represents and warrants that, as of the relevant Transfer
Date:
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(a)
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Each
Contributed Student Loan transferred to MRU ABS on such Transfer
Date was
originated by an Originating Lender, and this Agreement constitutes
a
valid transfer, assignment, set-over and conveyance to MRU ABS of
all of
Transferor’s right, title, and interest in and to such Contributed Student
Loan.
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(b)
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Transferor
shall maintain its records in a manner to clearly and unambiguously
reflect the ownership of MRU ABS in each of the Contributed Student
Loans
transferred hereunder on such Transfer
Date.
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(c)
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With
respect to each Contributed Student Loan transferred hereunder on
such
Transfer Date: (i) Transferor has done nothing that would alter the
terms
and conditions or the amount of such Contributed Student Loan; and
(ii)
there is no restriction on Transferor’s authority to assign such
Contributed Student Loan on such Transfer
Date.
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(d)
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For
each Contributed
Student Loan transferred pursuant to this Agreement on such Transfer
Date:
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(1) each
such
Contributed Student Loan is fully enforceable;
(2) the
amount of the unpaid principal balance of each Contributed Student Loan is
due
and owing, and no counterclaim, offset, defense or right to rescission exists
with respect to any such Contributed Student 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 owner of the Contributed Student Loan;
(3) each
such
Contributed Student Loan (A) was originated in the United States of America,
its
territories, its possessions or other areas subject to its jurisdiction by
an
Originating Lender in the ordinary course of its business to an eligible
Borrower under applicable law and (B) provides or, when the payment schedule
with respect thereto is determined, will provide for payments on a periodic
basis that fully amortize the principal amount of such Contributed Student
Loan
by its maturity, as such maturity may be modified in accordance with any
applicable deferral or forbearance periods granted in accordance with applicable
laws and restrictions;
(4) each
Contributed Student Loan is denominated and payable only in U.S.
Dollars;
(5) each
Borrower is a U.S. citizen or has a valid social security number or has a
co-borrower who is a U.S. citizen or permanent resident;
(6) each
Contributed Student Loan was made in compliance with all applicable state and
federal laws, rules and regulations, including, without limitation, all
applicable nondiscrimination, truth-in-lending, consumer credit and usury
laws;
(7) each
Contributed Student Loan is evidenced by an executed promissory note, 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;
(8) no
fraud,
error, omission, misrepresentation, negligence or similar occurrence with
respect to a Contributed Student Loan has taken place on the part of any Person,
including, without limitation, the Borrower, unless Transferor demonstrates
that
such fraud, error, omission, misrepresentation, negligence or similar occurrence
will not affect the collectibility of such Contributed Student
Loan;
(9) the
origination, servicing and collection practices used by the applicable
Originating Lender, each servicer of the Contributed
Student
Loan and the Borrower with respect to the Contributed
Student
Loan have been in all material respects in compliance with Accepted Servicing
Practices, applicable laws and regulations, and have been in all material
respects legal and proper;
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(10) the
proceeds of the Contributed Student Loan have been disbursed except for future
advances required thereunder, if any;
(11) all
costs, fees and expenses incurred in making or closing the Contributed Student
Loan are paid, and the Borrower is not entitled to any refund, rebate or
reduction of any amounts paid or due under the Student Loan Note;
(12) nothing
exists that would prohibit the sale of the Contributed Student Loan by
Transferor to a willing purchaser;
(13) there
is
only one original executed copy of the promissory note evidencing each
Contributed Student Loan;
(14) no
Contributed Student Loan has a Borrower which is noted in the related records
of
the Servicer as being currently involved in a bankruptcy proceeding, deceased
or
permanently disabled;
(15) each
Contributed Student Loan is accruing interest (whether or not such interest
is
being paid currently by applicable Borrower or is being capitalized), except
as
otherwise expressly permitted by the Indenture;
(16) no
Contributed Student Loan is subject to an interest cap other than as may be
required under New York laws;
(17) each
Borrower is attending or did attend an Eligible Educational
Institution;
(18) (i)
each
Contributed Student Loan originated prior to April 1, 2008 has a FICO score
of
not less than (A) 645 for a sole-borrower loan or (B) 620 for a co-borrower
loan, and (ii) each Contributed Student Loan originated on or after April 1,
2008 has a FICO score of not less than 660;
(19) immediately
prior to its transfer pursuant to this Agreement, each Contributed
Student
Loan was the subject of the Servicing Agreement; MRU Funding SPV Inc. is not
in
default in any material respect in the performance of any covenants and
agreements made in the Servicing Agreement and all amounts due and payable
to
the servicer under the Servicing Agreement have been paid in full;
(20) as
of the
related date of origination, no Contributed Student Loan was a Delinquent
Student Loan or a Defaulted Student Loan and as of the respective Transfer
Date,
no Contributed Student Loan has a payment that is 60 days or more past
due;
(21) as
of the
related date of origination, each Borrower was eligible for a Student Loan
under
the Credit Policy and has executed a Loan Agreement;
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(22) each
Contributed Student Loan was originated in conformity with the “loan acceptance
criteria” (including, without limitation, any general policies, eligible
borrower criteria, creditworthiness criteria and “good credit” criteria) and the
“loan program terms” (including, without limitation, the loan amount, the
interest rate) or any similar criteria or terms, however so designated, as
described in the offering memorandum for the Notes, dated July 7, 2008;
(23) Transferor
was the legal and beneficial owner of all right, title and interest in and
to
each Contributed Student Loan transferred on such Transfer Date, and each such
Contributed Student Loan was free and clear of all liens, pledges or
encumbrances whatsoever immediately prior to the transfer of such Contributed
Student Loan to MRU ABS pursuant hereto;
(24) All
loan
documentation required pursuant to the Custodial Agreement to be delivered
to
the Custodian prior to the acquisition of such Contributed Student Loan by
MRU
ABS shall be so delivered; and
(25) the
servicing guidelines that form part of the Issuer Servicing Agreement comply
with all federal and state laws applicable to the activities of the Servicer
to
be performed under the Issuer Servicing Agreement (and the servicing guidelines
thereto) and will continue to do so as long as any Contributed Student Loan
is
outstanding.
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(e)
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At
the end of
the Acquisition Period the
Contributed Student Loans acquired during the Acquisition Period
shall
meet the following criteria (percentages
are based on the aggregate principal balance of the Contributed Student
Loans acquired during the Acquisition Period (including accrued interest
thereon to the extent such interest will be capitalized upon commencement
of repayment or during deferment or forbearance)):
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(1) the
percentage of non-cosigned Contributed Student Loans shall not exceed
35%;
(2) the
weighted average FICO score shall not be less than 710;
(3) the
weighted average margin of the Contributed Student Loans that are in repayment
or in-school shall not be less than 6.5%;
(4) no
such
Contributed Student Loan shall be a proprietary school student loan;
(5) the
percentage of Contributed Student Loans with no more than 12 months to scheduled
repayment shall not be less than 17%; and
(6) the
percentage of Contributed Student Loans with no more than 24 months to scheduled
repayment shall not be less than 37%.
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The
representations and warranties set forth in this Section
5
shall
survive the transfer and contribution of the Contributed Student Loans to MRU
ABS pursuant to this Agreement.
The
Transferor hereby consents to the assignment by the Depositor to the Issuer
of
all of the Depositor’s rights and remedies under this Agreement pursuant to the
terms of the Deposit Agreement and to the further assignment of such rights
and
remedies by the Issuer to the Indenture Trustee pursuant to the terms of the
Indenture. The Transferor acknowledges that the rights and remedies of the
Depositor hereunder may be enforced directly against the Transferor by the
Issuer or Indenture Trustee. The Indenture Trustee is an intended third-party
beneficiary of the obligations of MRU ABS under this Agreement.
6. Representations
and Warranties of MRU ABS.
MRU ABS
hereby represents and warrants to Transferor, as of each Transfer Date
that:
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(a)
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MRU
ABS is a Delaware limited liability company, duly organized and validly
existing in good standing under the laws of Delaware, and has full
power
and authority to execute, deliver and perform its obligations under
this
Agreement; the execution, delivery, and performance of this Agreement
have
been duly authorized, and are not and will not be in conflict with
and do
not violate the terms of the limited liability company agreement
of MRU
ABS, and will not result in a breach of or constitute a default under
or
require any consent under any indenture, loan, or agreement to which
MRU
ABS is a party;
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(b)
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All
approvals, authorizations, licenses, registrations, consents, and
other
actions by, notices to, and filings with any Person required to be
obtained for the execution, delivery, and performance of this Agreement
by
MRU ABS, have been obtained;
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(c)
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This
Agreement constitutes a legal, valid, and binding obligation of MRU
ABS,
enforceable against MRU ABS in accordance with its terms, except
(i) as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, receivership, conservatorship or other
similar
laws now or hereafter in effect, including the rights and obligations
or
receivers and conservators under federal law which may affect the
enforcement of creditors’ rights in general, and (ii) as such
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in
equity);
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(d)
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There
are no proceedings or investigations pending or, to the best knowledge
of
MRU ABS threatened against MRU ABS (i) asserting the invalidity of
this
Agreement, (ii) seeking to prevent the consummation by MRU ABS of
any of
the transactions contemplated by this Agreement, (iii) seeking any
determination or ruling that, in the reasonable judgment of MRU ABS,
would
materially and adversely affect the performance by MRU ABS of its
obligations under this Agreement, or (iv) seeking any determination
or
ruling that would materially and adversely affect the validity or
enforceability of this Agreement;
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(e)
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Both
before and after giving effect to the transfer (pursuant to Section
2) of
Contributed Student Loans on such Transfer Date, MRU ABS is not insolvent
or undercapitalized and MRU ABS is not undertaking such transfer
with the
intent to incur debts beyond its ability to pay as such debts mature
nor
with the intent to hinder, delay or defraud any present or future
creditor; and
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(f)
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The
execution, delivery and performance of this Agreement by MRU ABS
comply
with Applicable Laws.
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The
representations and warranties set forth in this Section
6
shall
survive the contribution, transfer and assignment of the Contributed Student
Loans to MRU ABS pursuant to this Agreement.
7. Sole
Remedy.
Upon
the receipt of notice of a breach of any of the representations and warranties
in Sections
5(e)
or
(f)
of this
Agreement which materially and adversely affects the value of a Contributed
Student Loan or the interests of MRU ABS or any subsequent assignee of MRU
ABS,
Transferor shall, within 60 days of such notice, cure in all material respects
the circumstances or condition which caused such representation or warranty
to
be incorrect or shall purchase such Contributed Student Loan by directly
depositing into the Collection Account an amount equal to the Purchase Amount
for such Contributed Student Loan. It
is
understood and agreed that the obligation of Transferor set forth in this
Section
7
shall
constitute the sole remedy available to MRU ABS with respect to the related
breach of representation or warranty, and is not intended to and shall not
constitute a guaranty of the collectibility or payment of any receivables
related to any Contributed Student Loan which is not collected, not paid or
is
uncollectible on account of the insolvency, bankruptcy or financial inability
to
pay of the related Borrower.
8. Indemnification.
Transferor agrees to indemnify and hold harmless MRU ABS and its officers,
directors, employees, representatives, shareholders, agents and attorneys of
such entities from and against any and all claims, actions, liability,
judgments, damages, costs and expenses, including reasonable attorneys’ fees,
that may arise from (i) negligence, willful misconduct or breach of any of
Transferor’s obligations or undertakings under this Agreement by Transferor or
its agents or representatives, or (ii) a violation by Transferor or its agents
or representatives of any New York or federal banking law specifically
applicable to Transferor’s participation in a Program. The terms of this
Section
8
shall
survive the expiration or earlier termination of this Agreement.
9. Assignment.
This
Agreement and the rights and obligations created under it shall be binding
upon
and inure solely to the benefit of the parties hereto and their respective
successors, and permitted assigns. Neither party hereto shall be entitled to
assign or transfer any interest under this Agreement without the prior written
consent of the other party hereto. No assignment under this section shall
relieve a party hereto of its obligations under this Agreement occurring prior
to such transfer.
10. Third
Party Beneficiaries.
Nothing
contained herein shall be construed as creating a third-party beneficiary
relationship between either party hereto and any other Person.
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11. Notices.
All
notices and other communications that are required or may be given in connection
with this Agreement shall be in writing and shall be deemed received (i) on
the
day delivered, if delivered by hand; (ii) on the day transmitted, if transmitted
by facsimile or e-mail with receipt confirmed; or (iii) three (3) Business
Days
after the date of mailing to the other party hereto, if mailed first-class
postage prepaid, at the following address, or such other address as either
party
hereto shall specify in a notice to the other:
| To Transferor: |
MRU
Holdings, Inc.
|
000
Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
XX 00000
Attn:
Capital Markets
E-mail
Address: XXxxxxxxx@xxxxxxxxxxx.xxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
| To MRU ABS: |
MRU
ABS II LLC
|
000
Xxxxxxx Xxxxxx
00xx
Xxxxx, Xxxxx 000
Xxx
Xxxx,
XX 00000
Attn:
Capital Markets
E-mail
Address: XXxxxxxxx@xxxxxxxxxxx.xxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
12. Non
Petition. Transferor
hereby agrees that it will not institute suit against MRU ABS, or join any other
Person in instituting against MRU ABS, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or any other proceedings
under any federal or state bankruptcy or similar law.
13. Governing
Law.
Except
as preempted or controlled by federal law, this Agreement shall be interpreted
and construed in accordance with the laws of the State of New York, without
giving effect to the rules, policies, or principles thereof with respect to
conflicts of laws.
14. Manner
of Payments.
Unless
the manner of payment is expressly provided herein, all payments under this
Agreement shall be made by wire transfer to the bank accounts designated by
the
respective parties.
15. Entire
Agreement.
This
Agreement, including exhibits, constitute the entire agreement between the
Parties with respect to the subject matter thereof, and supersede any prior
or
contemporaneous negotiations or oral or written agreements with regard to the
same subject matter.
16. Amendment
and Waiver.
This
Agreement may be amended only by a written instrument signed by each of the
parties hereto. The failure of a party hereto to require the performance of
any
term of this Agreement or the waiver by a party hereto of any default under
this
Agreement shall not prevent a subsequent enforcement of such term and shall
not
be deemed a waiver of any subsequent breach. All waivers must be in writing
and
signed by the party against whom the waiver is to be enforced.
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17. Severability.
Any
provision of this Agreement which is deemed invalid, illegal or unenforceable
in
any jurisdiction, shall, as to that jurisdiction, be ineffective to the extent
of such invalidity, illegality or unenforceability, without affecting in any
way
the remaining portions hereof in such jurisdiction or rendering such provision
or any other provision of this Agreement invalid, illegal, or unenforceable
in
any other jurisdiction.
18. Headings.
Captions and headings in this Agreement are for convenience only and are not
to
be deemed part of this Agreement.
19. Counterparts.
This
Agreement may be executed and delivered by the parties hereto in any number
of
counterparts, and by different parties on separate counterparts, each of which
counterpart shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same instrument.
[SIGNATURES
TO FOLLOW]
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
their duly authorized officers as of the date first written above.
| MRU Holdings, Inc. | ||
|
/s/
Xxxxxxxx X. Xxxxxxxx
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By:
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Xxxxxxxx
X. Xxxxxxxx
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Title:
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CFO
& Treasurer
|
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MRU
ABS II LLC
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/s/
Xxxxxxxx X. Xxxxxxxx
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By:
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Xxxxxxxx
X. Xxxxxxxx
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Title:
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Treasurer
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Schedule
1
Definitions
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(a)
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“Accepted
Servicing Practices” has the meaning as set forth in the Master Loan
Agreement.
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(b)
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“Applicable
Law” means all federal, state and local laws, statutes, regulations and
orders applicable to a party to this Agreement or relating or affecting
any aspect of a Program, and all requirements of any Regulatory Authority
having jurisdiction over a party to this Agreement, as any such laws,
statutes, regulations, orders and requirements may be amended and
in
effect from time to time during the term of this
Agreement.
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(c)
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“Borrower”
means a Person to whom an Originating Lender has made a Student Loan
and/or who is liable, jointly or severally, for amounts owing with
respect
to such Student Loan.
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(d)
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“Credit
Policy” has the meaning as set forth in the Master Loan
Agreement.
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(e)
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“Defaulted
Student Loan” has the meaning as set forth in the Master Loan
Agreement
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(f)
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“Delinquent
Student Loan” has the meaning as set forth in the Master Loan
Agreement
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(g)
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“Eligible
Educational Institution” has the meaning as set forth in the Master Loan
Agreement
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(h)
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[intentionally
omitted]
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(i)
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“Issuer
Servicing Agreement” means that Private Loan Servicing Agreement dated as
of July 10, 2008 between the Issuer and the Pennsylvania Higher Education
Assistance Agency.
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(j)
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“Loan
Agreement” means the document containing the terms and conditions of a
Student Loan including all disclosures required by Applicable Law.
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(k)
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“Loan
Program Agreement” means that Loan Program Agreement dated as of January
10, 2006 between MRU Originations, Inc. and Doral Bank
FSB.
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(l)
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“Master
Loan Agreement” means that certain Amended and Restated Master Loan
Agreement, dated as of February 1, 2007, between MRU Funding SPV
Inc. and
Xxxxxxx Xxxxx Bank USA.
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(m)
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“Originating
Lender” means each of Doral Bank FSB and
WebBank.
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(n)
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“Program”
means the consumer student loan program to be offered pursuant to
the Loan
Program Agreement.
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(o)
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“Regulatory
Authority” means any federal, state or local regulatory agency or other
governmental agency or authority having jurisdiction over a
party.
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(p)
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“Servicing
Agreement” has the meaning as set forth in the Master Loan
Agreement.
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(q)
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“Student
Loan Note” means a promissory note evidencing the related Student
Loan.
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Schedule
2
Contributed
Student Loans
