EXHIBIT 99.1
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000 ("Master
Terms") dated as of October 20, 2004 among SLM Education Finance Corporation
("SLM ECFC"), SLM Funding LLC ("Funding") and 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 October 1, 2004 between
Funding and the Interim Eligible Lender Trustee, shall be effective upon
execution by the parties hereto. References to Funding herein mean the Interim
Eligible Lender Trustee for all purposes involving the holding or transferring
of legal title to the Eligible Loans.
WHEREAS, SLM ECFC is the owner of certain Student Loans guaranteed under
the Higher Education Act;
WHEREAS, SLM ECFC may desire to sell its interest in such Loans from time
to time and Funding may desire to purchase such Loans from SLM ECFC;
WHEREAS, Funding desires to purchase from SLM ECFC the portfolio of
Initial Loans;
WHEREAS, from time to time following the Closing Date until the end of the
Funding Period, SLM ECFC may desire to sell Additional Loans and Funding may
purchase such Additional Loans in accordance with these Master Terms and the
related Additional Purchase Agreements;
WHEREAS, from time to time, SLM ECFC may substitute loans in accordance
with these Master Terms; and
WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal
title to, and serve as eligible lender trustee with respect to, Purchased Loans
on behalf of Funding.
NOW, THEREFORE, in connection with the mutual promises contained herein,
the parties hereto agree as follows:
SECTION 1. TERMS
These Master Terms establish the terms under which SLM ECFC may sell and
Funding (and with respect to legal title, the Interim Eligible Lender Trustee on
behalf of Funding) may purchase the Loans (and all obligations of the Borrowers
thereunder) specified in the Initial Purchase Agreement with respect to the
Initial Loans or each Additional Purchase Agreement with respect to any
Additional Loans or Substituted Loans, as the parties may execute from time to
time pursuant to these Master Terms. The Initial Purchase Agreement and each
Additional Purchase Agreement, as applicable, shall be substantially in the form
of Exhibit A and Exhibit C hereto, respectively, in each case incorporating by
reference the terms of these Master Terms, and shall be a separate agreement
among SLM ECFC, Funding, and the Interim Eligible Lender Trustee on behalf of
Funding with respect to the Loans covered by the terms of the Initial Purchase
Agreement or the related Additional Purchase Agreement, as applicable. If the
terms
of the Initial Purchase Agreement or an Additional Purchase Agreement conflict
with 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 ▇▇▇▇ of Sale, shall have the definitions set
forth in Appendix A-1 to the Indenture, dated as of October 1, 2004, 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 ▇▇▇▇ of Sale" means each document, in the form of
Exhibit D hereto, executed by an authorized officer of SLM ECFC, Funding
and the Interim Eligible Lender Trustee on behalf of Funding which shall:
(i) set forth the list and certain terms of (a) Additional Loans offered
by SLM ECFC and accepted for purchase by the Interim Eligible Lender
Trustee for the benefit of Funding, including the Additional Loans
Purchase Price for the Additional Loans being sold thereunder or (b)
Substituted Loans substituted by SLM ECFC 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 SLM ECFC in the Additional
Loans or Substituted Loans, as applicable, listed on the related
Additional ▇▇▇▇ of Sale.
(C) "Additional Loan" means the Eligible Loans evidenced by a Note or
Notes sold from time to time during the Funding Period pursuant to an
Additional Purchase Agreement and related documentation, together with any
guaranties and other rights relating thereto including, without
limitation, Interest Subsidy Payments and Special Allowance Payments.
(D) "Additional Loans Purchase Price" means the dollar amount
representing the aggregate purchase price of the related Additional Loans
as specified in the applicable Additional Purchase Agreement.
(E) "Additional Purchase Agreement" means each Additional Purchase
Agreement (including the related Additional ▇▇▇▇ of Sale, the related
Blanket Endorsement and any attachments thereto), substantially in the
form of Exhibit C hereto (of which these Master Terms form a part by
reference, provided that in the event of a substitution, the form will be
modified accordingly), to be executed by SLM ECFC, Funding and the Interim
Eligible Lender Trustee for the benefit of Funding, which certifies that
the representations and warranties made by SLM ECFC as set forth in
Sections 5(A) and (B) of these Master Terms are true and correct as of the
related Purchase Date.
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(F) "▇▇▇▇ of Sale" means the Initial ▇▇▇▇ of Sale or an Additional ▇▇▇▇
of Sale, as applicable.
(G) "Borrower" means the obligor on a Loan.
(H) "Consolidation Loan" means a Loan made pursuant to and in full
compliance with Section 428C of the Higher Education Act.
(I) "Cutoff Date" means the Initial Cutoff Date, Statistical Cutoff Date
or any Subsequent Cutoff Date, as applicable.
(J) "Eligible Loan" means a Loan offered for sale or substituted by SLM
ECFC under a Purchase Agreement which as of the Statistical Cutoff Date,
in the case of the Initial Loans, or as of the related Subsequent Cutoff
Date, in the case of any Additional Loan or Substituted Loan, is current
or not more past due than permitted under such Purchase Agreement in
payment of principal or interest and which meets the following criteria as
of the Statistical Cutoff Date, in the case of the Initial Loans, or as of
the effective date of the related ▇▇▇▇ of Sale, in the case of any
Additional Loan or Substituted Loan:
(i) is a Consolidation Loan;
(ii) is owned by SLM ECFC and is fully disbursed;
(iii) is guaranteed as to principal and interest by the applicable
Guarantor to the maximum extent permitted by the Higher Education
Act for such Loan;
(iv) bears interest at a stated rate of not less than the maximum
rate permitted under the Higher Education Act for such Loan;
(v) is eligible for the payment of the quarterly special allowance
at the full and undiminished rate established under the formula set
forth in the Higher Education Act for such Loan;
(vi) if not yet in repayment status, is eligible for the payment of
interest benefits by the Secretary or, if not so eligible, is a Loan
for which interest either is billed quarterly to Borrower or
deferred until commencement of the repayment period, in which case
such accrued interest is subject to capitalization to the full
extent permitted by the applicable Guarantor;
(vii) is current or no payment of principal or interest shall be
more than 210 days past due as of the Statistical Cutoff Date, in
the case of the Initial Loans, or in relation to any Additional Loan
or Substituted Loan, the related Subsequent Cutoff Date;
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(viii) the last disbursement was before the Statistical Cutoff Date,
in the case of the Initial Loans, or before the 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 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.
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(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(p) and
2.9(f) of the Administration Agreement.
(L) "Initial ▇▇▇▇ of Sale" means the document, in the form of Exhibit B
hereto, executed by an authorized officer of SLM ECFC which shall (i) set
forth the applicable Initial Loans offered by SLM ECFC and accepted for
purchase by the Interim Eligible Lender Trustee for the benefit of
Funding, (ii) sell, assign and convey to the Interim Eligible Lender
Trustee for the benefit of Funding and its assignees all rights, title and
interest of SLM ECFC in the Initial Loans listed on that ▇▇▇▇ of Sale and
(iii) certify that the representations and warranties made by SLM ECFC as
set forth in Sections 5 (A) and (B) of these Master Terms are true and
correct.
(M) "Initial Cutoff Date" means October 20, 2004.
(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 Initial Purchase Agreement.
(P) "Initial Purchase Agreement" means the Purchase Agreement (including
the related Blanket Endorsement, Initial ▇▇▇▇ of Sale and any attachments
thereto) substantially in the form of Exhibit A hereto (of which these
Master Terms form a part by reference), to be executed by SLM ECFC,
Funding and the Interim Eligible Lender Trustee, which shall certify that
the representations and warranties made by SLM ECFC as set forth in
Sections 5 (A) and (B) of these Master Terms are true and correct as of
the Closing Date.
(Q) "Loan" means an Initial Loan, Additional Loan or Substituted Loan,
as applicable, offered for sale and purchased, or substituted, pursuant to
the related Purchase Agreement.
(R) "Loan Transmittal Summary Forms" means the forms related to each
▇▇▇▇ of Sale provided to SLM ECFC by Funding and completed by SLM ECFC
that list, by Borrower, (i) the Loans subject to the related ▇▇▇▇ of Sale
and (ii) the outstanding Principal Balance and accrued interest thereof as
of the Statistical Cutoff Date, in the case of the Initial Loans, or as of
the related Subsequent Cutoff Date, in the case of any Additional Loan or
Substituted Loan.
(S) "Note" means the promissory note or notes of the Borrower and any
amendment thereto evidencing the Borrower's obligation with regard to a
student loan guaranteed under the Higher Education Act or the electronic
records evidencing the same.
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(T) "Principal Balance" means the outstanding principal amount of the
Loan, plus interest expected to be capitalized (if any), less amounts
which may not be insured (such as late charges).
(U) "Purchase Agreement" means the Initial Purchase Agreement or an
Additional Purchase Agreement, as applicable.
(V) "Purchase Date" means with respect to the Initial Loans, the Closing
Date, and with respect to any Additional Loans or Substituted Loans, the
date of the related Additional ▇▇▇▇ of Sale.
(W) "Purchase Price" means the Initial Payment or the Additional Loans
Purchase Price, as applicable.
(X) "Purchased Loans" means, with respect to each Purchase Agreement,
the Loans offered for sale and purchased or substituted pursuant to such
Purchase Agreement.
(Y) "Sale Agreement" means the Sale Agreement Master Securitization
Terms Number 1000, dated as of October 20, 2004, among SLM Funding LLC, as
Seller, SLM Student Loan Trust 2004-10, as Purchaser, and Chase Manhattan
Bank USA, National Association, as Interim Eligible Lender Trustee and as
Eligible Lender Trustee.
(Z) "Secretary" means the United States Secretary of Education or any
successor.
(AA) "Statistical Cutoff Date" means September 22, 2004.
(BB) "Subsequent Cutoff Date" means the date specified in the related
Additional Purchase Agreement agreed to by SLM ECFC and Funding for the
purposes of determining the Principal Balance and accrued interest to be
capitalized of or on, as applicable, for purposes of completing each
related Loan Transmittal Summary Form.
(CC) "Subsidized" means a Loan for which the interest rate is governed by
Section 427A(a) or 427A(d) of the Higher Education Act.
(DD) "Substituted Loans" means the Eligible Loans evidenced by a Note or
Notes substituted by SLM ECFC from time to time pursuant to an Additional
Purchase Agreement and related documentation, together with any guarantees
and other rights relating thereto including, without limitation, Interest
Subsidy Payments and Special Allowance Payments.
(EE) "Trust" means SLM Student Loan Trust 2004-10.
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(FF) "Trust Student Loan" means any student loan that is listed on the
Schedule of Trust Student Loans on the Closing Date, plus any Additional
Trust Student Loan, plus any student loan that is permissibly substituted
for a Trust Student Loan by the Depositor pursuant to Section 6 of the
Sale Agreement or pursuant to Section 6 of an Additional Sale Agreement,
or by the Servicer pursuant to Section 3.5 of the Servicing 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.
(GG) "Unsubsidized" means a Loan made pursuant to Section 428H of the
Higher Education Act.
SECTION 3. SALE/PURCHASE
SECTION 3.1 SALE/PURCHASE OF INITIAL LOANS
(A) Consummation of Sale and Purchase
The sale and purchase of Eligible Loans pursuant to the Initial
Purchase Agreement with respect to the Initial Loans shall be consummated
upon: (i) Funding's receipt from SLM ECFC of the Initial ▇▇▇▇ of Sale;
(ii) the payment by Funding to SLM ECFC of the Initial Payment; and (iii)
the assignment to SLM ECFC of the Excess Distribution Certificate. Upon
consummation, such sale and purchase shall be effective as of the date of
the Initial ▇▇▇▇ of Sale. SLM ECFC and Funding shall use their best
efforts to perform promptly their respective obligations pursuant to the
Initial Purchase Agreement with respect to each Initial Loan.
(B) Settlement of the Initial Payment
On the date of the Initial ▇▇▇▇ of Sale, Funding shall pay to SLM
ECFC the Initial Payment by wire transfer of immediately available funds
to the account specified by SLM ECFC.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
SLM ECFC shall be entitled to all Interest Subsidy Payments and
Special Allowance Payments on each Initial Loan accruing up to but not
including the Initial Cutoff Date and shall be responsible for the payment
of any rebate fees applicable to the Initial Loans accruing up to but not
including the 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.
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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 Funding Period, SLM ECFC may sell
Eligible Loans to Funding, and Funding has the obligation (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) to purchase such
Additional Loans from SLM ECFC at the related Additional Loans Purchase
Price set forth in the related Additional Purchase Agreement. The sale and
purchase of Additional 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 Funding Period, the sale and purchase of Eligible Loans
as Additional Loans pursuant to an Additional Purchase Agreement shall be
consummated upon (i) Funding's receipt from SLM ECFC of a fully executed
copy of the related Additional Purchase Agreement; and (ii) the payment by
Funding to SLM ECFC of the related Purchase Price. Upon consummation, such
sale and purchase shall be effective as of the date of the related
Additional ▇▇▇▇ of Sale. SLM ECFC and Funding shall use their best efforts
to perform promptly their respective obligations pursuant to the related
Additional Purchase Agreement with respect to each Additional Loan.
(C) Settlement of the Purchase Price
On the date of the related Additional ▇▇▇▇ of Sale for an Additional
Loan, Funding shall pay SLM ECFC the related Purchase Price by wire
transfer of immediately available funds to the account specified by SLM
ECFC.
(D) Interest Subsidy and Special Allowance Payments and Rebate Fees
SLM ECFC shall be entitled to all Interest Subsidy Payments and
Special Allowance Payments on each Additional Loan or Substituted Loan
accruing up to but not including the related Subsequent Cutoff Date, and
shall be responsible for the payment of any rebate fees applicable to such
Purchased Loans subject to the related ▇▇▇▇ of Sale accruing up to but not
including the date of the related ▇▇▇▇ 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 Purchased Loans, and shall be
responsible for the payment of any rebate fees applicable to the Purchased
Loans which are Consolidation Loans subject to the related ▇▇▇▇ of Sale
accruing from the date of the related ▇▇▇▇ of Sale.
SECTION 3.3 GENERAL
(A) Special Programs
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In consideration of the sale or substitution of Loans under these
Master Terms and each Purchase Agreement, Funding agrees to cause the
Servicer to offer each Borrower of a Trust Student Loan sold or
substituted hereunder all special programs, whether or not in existence as
of the date of any related Purchase Agreement, generally offered to the
obligors of comparable loans owned by SLM Corporation or any of its
Affiliates, at all times subject to the terms and conditions of Section
3.12 of the Servicing Agreement. SLM ECFC is selling Loans to Funding or
substituting Loans without regard to the effect of the special programs.
If required, SLM ECFC shall remit to Funding any amounts necessary to
offset any effective yield reductions on related Trust Student Loans as
set forth in Section 3.12 of the Servicing Agreement.
(B) Intent of the Parties
With respect to each sale or substitution of Loans pursuant to these
Master Terms and the related Purchase Agreements, it is the intention of
SLM ECFC, the Interim Eligible Lender Trustee and Funding, and SLM ECFC
hereby warrants that, the transfer and assignment constitute a valid sale
of such Loans from SLM ECFC to the Interim Eligible Lender Trustee or a
valid substitution of such Loans, for the benefit of and on behalf of
Funding, and that the beneficial interest in and title to such Loans not
be part of SLM ECFC's estate in the event of the bankruptcy of SLM ECFC or
the appointment of a receiver with respect to SLM ECFC.
SECTION 4. CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION
Any purchase or substitution of Loans pursuant to these Master Terms
is subject to the following conditions precedent being satisfied (and SLM
ECFC, by accepting payment, shall be deemed to have certified that all
such conditions are satisfied on the date of such purchase):
(A) Activities Prior to the Related Purchase Date
SLM ECFC shall provide any assistance requested by Funding in
determining that all required documentation on the related Loans is
present and correct.
(B) Continued Servicing
Following the execution of each Purchase Agreement, SLM ECFC shall
service, or cause to be serviced, all Loans subject to such Purchase
Agreement as required under the Higher Education Act until the date of the
related ▇▇▇▇ of Sale.
(C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form
SLM ECFC shall deliver to Funding:
(i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and
delivered, by an authorized officer of SLM ECFC, covering the
applicable Loans offered by SLM ECFC, (b) has been accepted by
Funding as set forth thereon, selling,
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assigning and conveying to the Interim Eligible Lender Trustee on
behalf of Funding and its assignees all right, title and interest of
SLM ECFC, including the insurance interest of SLM ECFC, in each of
the related Loans, and (c) states that the representations and
warranties made by SLM ECFC in Sections 5(A) and (B) of these Master
Terms are true and correct on and as of the date of the related ▇▇▇▇
of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the related
▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the
subject of the related ▇▇▇▇ of Sale and setting forth the unpaid
Principal Balance of each such related Loan.
(D) Endorsement
SLM ECFC shall provide a blanket endorsement transferring the entire
interest of SLM ECFC in the related Eligible Loans to the Interim Eligible
Lender Trustee on behalf of Funding with the form of endorsement provided
for in the Initial Purchase Agreement with respect to the Initial Loans or
the Additional Purchase Agreement with respect to the Additional Loans or
Substituted Loans.
At the direction of and in such form as Funding may designate, SLM
ECFC also agrees to individually endorse any Eligible Loan as Funding may
request from time to time.
(E) Officer's Certificate
SLM ECFC shall furnish to Funding, with each ▇▇▇▇ 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 ▇▇▇▇ of Sale.
(F) Loan Transfer Statement
Upon Funding's request, SLM ECFC shall deliver to Funding one (1) or
more Loan Transfer Statements (Department of Education Form OE 1074 or its
equivalent) provided by Funding, executed by SLM ECFC and dated the date
of the related ▇▇▇▇ of Sale. SLM ECFC agrees that Funding and the Interim
Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the
Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE
Form 1074, as official notification to the Guarantor of the assignment by
SLM ECFC to the Interim Eligible Lender Trustee on behalf of Funding of
the Loans listed on the related ▇▇▇▇ of Sale.
(G) Power of Attorney
SLM ECFC hereby grants to Funding and the Interim Eligible Lender
Trustee, on behalf of and for the benefit of Funding, an irrevocable power
of attorney, which power of attorney is coupled with an interest, to
individually endorse or cause to be individually endorsed in the name of
SLM ECFC any Eligible Loan to evidence the transfer of such Eligible Loan
to Funding and the Interim Eligible Lender Trustee for the benefit of
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Funding and to cause to be transferred physical possession of any Note
from SLM ECFC or the Servicer to Funding or the Interim Eligible Lender
Trustee or any custodian on their behalf.
(H) Contemporaneous Sale
Subject to the conditions set forth in Section 3.2(A) hereof, with
respect to the purchase of Additional Loans, such Additional Loans shall
be contemporaneously sold to the Eligible Lender Trustee on behalf of the
Trust in accordance with Section 4(H) of the Sale Agreement.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE INTERIM ELIGIBLE
LENDER TRUSTEE
(A) General
(i) SLM ECFC represents and warrants to Funding that with respect
to the Initial Loans, as of the Closing Date, and with respect to
any Additional Loans sold by it or Substituted Loans substituted by
it, as of the related Purchase Date:
(a) SLM ECFC is an eligible lender or other qualified holder
of loans originated pursuant to the Federal Family Education
Loan Program established under the Higher Education Act;
(b) SLM ECFC is duly organized and existing under the laws
of its governing jurisdiction;
(c) SLM ECFC has all requisite power and authority to enter
into and to perform the terms of these Master Terms, the
Initial Purchase Agreement and any Additional Purchase
Agreement, the Initial ▇▇▇▇ of Sale and any Additional ▇▇▇▇ of
Sale; and
(d) SLM ECFC will not, with respect to any Loan purchased or
substituted under Purchase Agreements executed pursuant to
these Master Terms, agree to release any Guarantor from any of
its contractual obligations as an insurer of such Loan or
agree otherwise to alter, amend or renegotiate any material
term or condition under which such Loan is insured, except as
required by law or rules and regulations issued pursuant to
law, without the express prior written consent of Funding.
(B) Particular
SLM ECFC represents and warrants to Funding as to the Purchased
Loans purchased by Funding under the Initial Purchase Agreement with
respect to the Initial Loans, or each Additional Purchase Agreement with
respect to any Additional Loans or Substituted Loans, in each case
executed pursuant to these Master Terms that as of the related Purchase
Date or as of the date otherwise noted:
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(i) SLM ECFC has good and marketable title to, and is the sole
owner of, the Purchased Loans, free and clear of all security
interests, liens, charges, claims, offsets, defenses, counterclaims
or encumbrances of any nature and no right of rescission, offsets,
defenses or counterclaims have been asserted or threatened with
respect to those Loans;
(ii) These Master Terms create a valid and continuing security
interest (as defined in the applicable UCC) in the Purchased Loans
in favor of the Interim Eligible Lender Trustee, which security
interest is prior to all other security interests, liens, charges,
claims, offsets, defenses, counterclaims or encumbrances, and is
enforceable as such as against creditors of and purchasers from SLM
ECFC;
(iii) The Purchased Loans constitute "Accounts" within the meaning
of the applicable UCC and are within the coverage of Sections
432(m)(1)(E) and 439(d)(3) of the Higher Education Act;
(iv) As of the Statistical Cutoff Date, in the case of the Initial
Loans, or as of the related Subsequent Cutoff Date, in the case of
any Additional Loan or Substituted Loan, the Purchased Loans are
Eligible Loans and the description of such Loans set forth in the
related Purchase Agreement and the related Loan Transmittal Summary
Form is true and correct;
(v) SLM ECFC is authorized to sell, assign, transfer, substitute
and repurchase the Purchased Loans; and the sale, assignment and
transfer of such Loans is or, in the case of a Purchased Loan
repurchase or substitution by SLM ECFC, will be made pursuant to and
consistent with the laws and regulations under which SLM ECFC
operates, and will not violate any decree, judgment or order of any
court or agency, or conflict with or result in a breach of any of
the terms, conditions or provisions of any agreement or instrument
to which SLM ECFC is a party or by which SLM ECFC or its property is
bound, or constitute a default (or an event which could constitute a
default with the passage of time or notice or both) thereunder;
(vi) The Purchased Loans are each in full force and effect in
accordance with their terms and are legal, valid and binding
obligations of the respective Borrowers thereunder subject to no
defenses (except the defense of infancy);
(vii) No consents and approvals are required by the terms of the
Purchased Loans for the consummation of the sale of the Purchased
Loans hereunder to the Interim Eligible Lender Trustee;
(viii) As of the Statistical Cutoff Date, in the case of the Initial
Loans, or as of the related Subsequent Cutoff Date, in the case of
any Additional Loan or Substituted Loan, each Purchased Loan has
been duly made and serviced in accordance with the provisions of the
Federal Family Education Loan Program established under the Higher
Education Act, and has been duly insured by a
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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
▇▇▇▇ of Sale;
(ix) Any payments on the Purchased Loans received by SLM ECFC that
have been allocated to the reduction of principal and interest on
such Purchased Loans have been allocated on a simple interest basis;
the information with respect to the applicable Purchased Loans as of
the Statistical Cutoff Date, in the case of the Initial Loans, or as
of the related Subsequent Cutoff Date, in the case of any Additional
Loan or Substituted Loan, as stated on the related Loan Transmittal
Summary Form is true and correct;
(x) Due diligence and reasonable care have been exercised in the
making, administering, servicing and collecting on the Purchased
Loans and, with respect to any Loan for which repayment terms have
been established, all disclosures of information required to be made
pursuant to the Higher Education Act have been made;
(xi) All origination fees authorized to be collected pursuant to
Section 438 of the Higher Education Act have been paid to the
Secretary;
(xii) Each Loan has been duly made and serviced in accordance with
the provisions of all applicable federal and state laws;
(xiii) No Loan is more than two hundred ten (210) days past due as
of the Statistical Cutoff Date, with respect to the Initial Loans,
or as of the related Subsequent Cutoff Date, with respect to any
Additional Loans or Substituted Loans, and no default, breach,
violation or event permitting acceleration under the terms of any
Loan has arisen; and neither SLM ECFC nor any predecessor holder of
any Loan has waived any of the foregoing other than as permitted by
the Basic Documents;
(xiv) It is the intention of SLM ECFC, the Interim Eligible Lender
Trustee and Funding, and SLM ECFC hereby warrants that, the transfer
and assignment herein contemplated constitute a valid sale of the
Loans from SLM ECFC to the Interim Eligible Lender Trustee, for the
benefit of and on behalf of Funding, and that the beneficial
interest in and title to such Loans not be part of SLM ECFC's estate
in the event of the bankruptcy of SLM ECFC or the appointment of a
receiver with respect to SLM ECFC;
(xv) With respect to the first sale of Loans from SLM ECFC to the
Interim Eligible Lender Trustee for the benefit of Funding, it has
caused or will have caused, within ten days of the Closing Date, the
filing of all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under
13
applicable law in order to perfect the security interest in the
Loans granted to the Interim Eligible Lender Trustee hereunder;
(xvi) Except for Purchased Loans executed electronically, there is
only one original executed copy of the Note evidencing each
Purchased Loan. For Purchased Loans that were executed
electronically, the Servicer has possession of the electronic
records evidencing the Note. The Interim Eligible Lender Trustee has
in its possession a copy of the endorsement and Loan Transmittal
Summary Form identifying the Notes that constitute or evidence the
Purchased Loans. The Notes that constitute or evidence the Purchased
Loans do not have any marks or notations indicating that they have
been pledged, assigned or otherwise conveyed to any Person other
than the Interim Eligible Lender Trustee. All financing statements
filed or to be filed against SLM ECFC in favor of the Interim
Eligible Lender Trustee on behalf of the Purchaser in connection
herewith describing the Loans contain a statement to the following
effect: "A purchase of or security interest in any collateral
described in this financing statement will violate the rights of the
Interim Eligible Lender Trustee;"
(xvii) Other than the security interest granted to the Interim
Eligible Lender Trustee pursuant to this Agreement, SLM ECFC has not
pledged, assigned, sold, granted a security interest in, or
otherwise conveyed any of the Purchased Loans. SLM ECFC has not
authorized the filing of and is not aware of any financing
statements against SLM ECFC that include a description of collateral
covering the Purchased Loans other than any financing statement
relating to the security interest granted to the Interim Eligible
Lender Trustee hereunder or any other security interest that has
been terminated. SLM ECFC is not aware of any judgment or tax lien
filings against SLM ECFC;
(xviii) No Borrower of a Purchased Loan as of the Statistical Cutoff
Date, in the case of the Initial Loans, or as of the related
Subsequent Cutoff Date, in the case of any Additional Loan or
Substituted Loan, is noted in the related Loan File as being
currently involved in a bankruptcy proceeding; and
(xix) With respect to all Additional Loans, the Funding Period is in
full force and effect.
(C) The Interim Eligible Lender Trustee represents and warrants that as
of the date of each Purchase Agreement and each ▇▇▇▇ 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 ▇▇▇▇ 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
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each Purchase Agreement, and these Master Terms and each Purchase
Agreement will be executed and delivered by one of its officers who
is duly authorized to execute and deliver these Master Terms and
each Purchase Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these Master
Terms and each Purchase Agreement, nor the consummation by it of the
transactions contemplated hereby or thereby nor compliance by it
with any of the terms or provisions hereof or thereof will
contravene any Federal or Delaware state law, governmental rule or
regulation governing the banking or trust powers of the Interim
Eligible Lender Trustee or any judgment or order binding on it, or
constitute any default under its charter documents or by-laws or any
indenture, mortgage, contract, agreement or instrument to which it
is a party or by which any of its properties may be bound; and
(iv) The Interim Eligible Lender Trustee is an "eligible lender" as
such term is defined in Section 435(d) of the Higher Education Act,
for purposes of holding legal title to the Trust Student Loans as
contemplated by these Master Terms, each Purchase Agreement and the
other Basic Documents, it has a lender identification number with
respect to the Trust Student Loans from the Department and has in
effect a Guarantee Agreement with each of the Guarantors with
respect to the Trust Student Loans.
SECTION 6. REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
Each party to these Master Terms shall give notice to the other parties
promptly, in writing, upon the discovery of any breach of SLM ECFC's
representations and warranties made pursuant to Sections 5 (A) and (B) hereof
which has a materially adverse effect on the interest of Funding in any Trust
Student Loan. In the event of such a material breach which is not curable by
reinstatement of the applicable Guarantor's guarantee of such Trust Student
Loan, SLM ECFC shall repurchase any affected Trust Student Loan not later than
120 days following the earlier of the date of discovery of such material breach
and the date of receipt of the Guarantor reject transmittal form with respect to
such Trust Student Loan. In the event of such a material breach which is curable
by reinstatement of the Guarantor's guarantee of such Trust Student Loan, unless
the material breach shall have been cured within 360 days following the earlier
of the date of discovery of such material breach and the date of receipt of the
Guarantor reject transmittal form with respect to such Trust Student Loan, SLM
ECFC shall purchase such Trust Student Loan not later than the sixtieth day
following the end of such 360-day period. SLM ECFC shall also remit as provided
in Section 2.6 of the Administration Agreement on the date of repurchase of any
Trust Student Loan pursuant to this Section 6 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
▇▇▇▇▇▇▇ ▇, ▇▇▇ ECFC shall remit the Purchase Amount in the manner specified in
Section 2.6 of the Administration Agreement.
In addition, if any breach of Sections 5 (A) and (B) hereof by SLM ECFC
does not trigger such repurchase obligation but does result in the refusal by a
Guarantor to guarantee all or
15
a portion of the accrued interest (or any obligation of Funding to repay such
interest to a Guarantor), or the loss (including any obligation of Funding to
repay the Department) of Interest Subsidy Payments and Special Allowance
Payments, with respect to any Trust Student Loan affected by such breach, then
SLM ECFC shall reimburse Funding by remitting an amount equal to the sum of all
such non-guaranteed interest amounts and such forfeited Interest Subsidy
Payments or Special Allowance Payments in the manner specified in Section 2.6 of
the Administration Agreement not later than (i) the last day of the next
Collection Period ending not less than 60 days from the date of the Guarantor's
refusal to guarantee all or a portion of accrued interest or loss of Interest
Subsidy Payments or Special Allowance Payments, or (ii) in the case where SLM
ECFC reasonably believes such losses are likely to be collected, not later than
the last day of the next Collection Period ending not less than 360 days from
the date of the Guarantor's refusal to guarantee all or a portion of accrued
interest or loss of Interest Subsidy Payments or Special Allowance Payments. At
the time such payment is made, SLM ECFC shall not be required to reimburse
Funding for interest that is then capitalized, however, such amounts shall be
reimbursed if the borrower subsequently defaults and such capitalized interest
is not paid by the Guarantor.
Anything in this Section 6 to the contrary notwithstanding, if as of the
last Business Day of any month the aggregate outstanding principal amount of
Trust Student Loans with respect to which claims have been filed with and
rejected by a Guarantor or with respect to which the Servicer determines that
claims cannot be filed pursuant to the Higher Education Act as a result of a
breach by SLM ECFC or the Servicer, exceeds 1% of the Pool Balance, SLM ECFC
(and the Servicer as provided in the Servicing Agreement) shall purchase, within
30 days of a written request of the Eligible Lender Trustee or the Indenture
Trustee, such affected Trust Student Loans in an aggregate principal amount such
that after such purchase the aggregate principal amount of such affected Trust
Student Loans is less than 1% of the Pool Balance. The Trust Student Loans to be
purchased by SLM ECFC and the Servicer pursuant to the preceding sentence shall
be based on the date of claim rejection (or the date of notice referred to in
the first sentence of this Section 6) with Trust Student Loans with the earliest
such date to be repurchased first.
In lieu of repurchasing Trust Student Loans pursuant to this ▇▇▇▇▇▇▇ ▇,
▇▇▇ ECFC may, at its option, substitute Eligible Loans or arrange for the
substitution of Eligible Loans which are substantially similar on an aggregate
basis as of the date of 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 or Subsidized
Consolidation (pre-1993 vs. post-1993));
3. school type;
4. total return;
5. principal balance; and
16
6. remaining term to maturity.
In addition, each substituted Eligible Loan will comply, as of the date of
substitution, with all of the representations and warranties made hereunder. In
choosing Eligible Loans to be substituted pursuant to this ▇▇▇▇▇▇▇ ▇, ▇▇▇ ECFC
shall make a reasonable determination that the Eligible Loans to be substituted
will not have a material adverse effect on the Noteholders or any Swap
Counterparty. In connection with each substitution, a Purchase Agreement and
related ▇▇▇▇ of Sale regarding such Substituted Loans will be executed and
delivered by the applicable parties.
In the event that SLM ECFC elects to substitute Eligible Loans pursuant to
this ▇▇▇▇▇▇▇ ▇, ▇▇▇ ECFC will remit to the Administrator the amount of any
shortfall between the Purchase Amount of the substituted Eligible Loans and the
Purchase Amount of the Trust Student Loans for which they are being substituted.
SLM ECFC shall also remit to the Administrator an amount equal to all
non-guaranteed interest amounts and forfeited Interest Subsidy Payments and
Special Allowance Payments with respect to the Trust Student Loans in the manner
provided in Section 2.6 of the Administration Agreement. The sole remedy of
Funding, the Eligible Lender Trustee and the Noteholders with respect to a
breach by SLM ECFC pursuant to Sections 5 (A) and (B) hereof shall be to require
SLM ECFC to purchase such Trust Student Loans, to reimburse Funding as provided
above or to substitute Eligible Loans pursuant to this Section 6. 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 SLM ECFC with respect to amounts accrued
after the date of the related ▇▇▇▇ 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 SLM ECFC in trust for the account of
Funding and SLM ECFC hereby disclaims any title to or interest in any such
amounts. Within two (2) Business Days following the date of receipt, SLM
ECFC shall remit to Funding an amount equal to any such payments along
with a listing on a form provided by Funding identifying the Purchased
Loans with respect to which such payments were made, the amount of each
such payment and the date each such payment was received.
(B) Any written communication received at any time by SLM ECFC with
respect to any Loan subject to these Master Terms or the related Purchase
Agreement shall be transmitted by SLM ECFC to the Servicer within two (2)
Business Days of receipt. Such communications shall include, but not be
limited to, letters, notices of death or disability, notices of
bankruptcy, forms requesting deferment of repayment or loan cancellation,
and like documents.
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SECTION 8. CONTINUING OBLIGATION OF THE SELLER
SLM ECFC shall provide all reasonable assistance necessary for Funding to
resolve account problems raised by any Borrower, the Guarantor or the Secretary
provided such account problems are attributable to or are alleged to be
attributable to (a) an event occurring during the period SLM ECFC owned the
related Purchased Loan, or (b) a payment made or alleged to have been made to
SLM ECFC. Further, SLM ECFC agrees to execute any financing statements at the
request of Funding in order to reflect Funding's interest in the Loans.
SECTION 9. LIABILITY OF THE SELLER; INDEMNITIES
SLM ECFC shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by SLM ECFC under these Master Terms and
each related Purchase Agreement.
(i) SLM ECFC shall indemnify, defend and hold harmless Funding and
the Interim Eligible Lender Trustee in its individual capacity and
their officers, directors, employees and agents from and against any
taxes that may at any time be asserted against any such Person with
respect to the transactions contemplated herein and in the other
Basic Documents (except any such income taxes arising out of fees
paid to the Interim Eligible Lender Trustee), including any sales,
gross receipts, general corporation, tangible and intangible
personal property, privilege or license taxes (but, in the case of
Funding, not including any taxes asserted with respect to, and as of
the date of, the sale of the Purchased Loans to the Interim Eligible
Lender Trustee on behalf of Funding, or asserted with respect to
ownership of the Trust Student Loans) and costs and expenses in
defending against the same.
(ii) SLM ECFC shall indemnify, defend and hold harmless Funding and
the Interim Eligible Lender Trustee in its individual capacity, and
the officers, directors, employees and agents of Funding and the
Interim Eligible Lender Trustee from and against any and all costs,
expenses, losses, claims, damages and liabilities arising out of, or
imposed upon such Person through, SLM ECFC's willful misfeasance,
bad faith or gross negligence in the performance of its duties under
these Master Terms, or by reason of reckless disregard of its
obligations and duties under these Master Terms.
(iii) SLM ECFC shall be liable as primary obligor for, and shall
indemnify, defend and hold harmless the Interim Eligible Lender
Trustee in its individual capacity and its officers, directors,
employees and agents from and against, all costs, expenses, losses,
claims, damages, obligations and liabilities arising out of,
incurred in connection with or relating to these Master Terms, the
other Basic Documents, the acceptance or performance of the trusts
and duties set forth herein and in the Sale Agreement or the action
or the inaction of the Interim Eligible Lender Trustee hereunder,
except to the extent that such cost, expense, loss, claim, damage,
obligation or liability: (a) shall be due to the willful
misfeasance, bad faith or negligence (except for errors in judgment)
of the Interim Eligible
18
Lender Trustee, (b) shall arise from any breach by the Interim
Eligible Lender Trustee of its covenants made under any of the Basic
Documents; or (c) shall arise from the breach by the Interim
Eligible Lender Trustee of any of its representations or warranties
made in its individual capacity set forth in these Master Terms or
any Purchase Agreement. In the event of any claim, action or
proceeding for which indemnity will be sought pursuant to this
paragraph, the Interim Eligible Lender Trustee's choice of legal
counsel shall be subject to the approval of SLM ECFC, which approval
shall not be unreasonably withheld.
Indemnification under this Section 9 shall survive the resignation or
removal of the Interim Eligible Lender Trustee and the termination of these
Master Terms and shall include reasonable fees and expenses of counsel and
expenses of litigation. If SLM ECFC shall have made any indemnity payments
pursuant to this Section 9 and the Person to or on behalf of whom such payments
are made thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to SLM ECFC, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE
SELLER
Any Person (a) into which SLM ECFC may be merged or consolidated, (b)
which may result from any merger or consolidation to which SLM ECFC shall be a
party or (c) which may succeed to the properties and assets of SLM ECFC
substantially as a whole, shall be the successor to SLM ECFC without the
execution or filing of any document or any further act by any of the parties to
these Master Terms; provided, however, that SLM ECFC hereby covenants that it
will not consummate any of the foregoing transactions except upon satisfaction
of the following: (i) the surviving Person, if other than SLM ECFC, executes an
agreement of assumption to perform every obligation of SLM ECFC under these
Master Terms, each Purchase Agreement and each ▇▇▇▇ of Sale; (ii) immediately
after giving effect to such transaction, no representation or warranty made
pursuant to Section 5 shall have been breached; (iii) the surviving Person, if
other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee
an Officers' Certificate and an Opinion of Counsel each stating that such
consolidation, merger or succession and such agreement of assumption comply with
this Section 10 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 SLM ECFC is not the surviving entity, SLM ECFC shall
have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel
either (A) stating that, in the opinion of such counsel, all financing
statements and continuation statements and amendments thereto have been executed
and filed that are necessary fully to preserve and protect the interest of
Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased
Loans and reciting the details of such filings, or (B) stating that, in the
opinion of such counsel, no such action shall be necessary to preserve and
protect such interests.
SECTION 11. LIMITATION ON LIABILITY OF SLM ECFC AND OTHERS
SLM ECFC and any director or officer or employee or agent thereof may rely
in good faith on the advice of counsel or on any document of any kind, prima
facie properly executed and submitted by any Person respecting any matters
arising hereunder (provided that such reliance
19
shall not limit in any way SLM ECFC's obligations under Section 6). SLM ECFC
shall not be under any obligation to appear in, prosecute or defend any legal
action that shall not be incidental to its obligations under these Master Terms
or any Purchase Agreement, and that in its opinion may involve it in any expense
or liability. Except as provided herein, the repurchase (or substitution) and
reimbursement obligations of SLM ECFC will constitute the sole remedy available
to Funding for uncured breaches; provided, however, that the information with
respect to the Purchased Loans listed on the related ▇▇▇▇ of Sale may be
adjusted in the ordinary course of business subsequent to the date of the
related ▇▇▇▇ of Sale and to the extent that the aggregate Principal Balance of
the Purchased Loans listed on the related ▇▇▇▇ of Sale is less than the
aggregate Principal Balance stated on the related ▇▇▇▇ of Sale, SLM ECFC shall
remit such amount to the Interim Eligible Lender Trustee, for the benefit of and
on behalf of Funding. Such reconciliation payment shall be made from time to
time but no less frequently than semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER
Notwithstanding anything contained herein to the contrary, these Master
Terms and the Initial Purchase Agreement have 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 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
Interim Eligible Lender Trustee or Funding, under these Master Terms or any
Purchase Agreements or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of Funding.
SECTION 13. EXPENSES
Except as otherwise provided herein, each party to these Master Terms or
any Purchase Agreement shall pay its own expense incurred in connection with the
preparation, execution and delivery of these Master Terms and any Purchase
Agreement and the transactions contemplated herein or therein.
SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION
All covenants, agreements, representations and warranties made herein and
in or pursuant to the Initial Purchase Agreement and each Additional Purchase
Agreement executed pursuant to these Master Terms shall survive the consummation
of the acquisition of the Purchased Loans provided for in the related Purchase
Agreement. All covenants, agreements, representations and warranties made or
furnished pursuant hereto by or on behalf of SLM ECFC shall bind and inure to
the benefit of any successors or assigns of Funding and the Interim Eligible
Lender Trustee on behalf of Funding and shall survive with respect to each
Purchased Loan. Each Purchase Agreement supersedes all previous agreements and
understandings between Funding and SLM ECFC with respect to the subject matter
thereof. These Master Terms and any Purchase Agreement may be changed, modified
or discharged, and any rights or obligations hereunder may be waived, only by a
written instrument signed by a duly authorized officer of the party against whom
enforcement of any such waiver, change, modification or discharge is sought. The
20
waiver by Funding of any covenant, agreement, representation or warranty
required to be made or furnished by SLM ECFC or the waiver by Funding of any
provision herein contained or contained in any Purchase Agreement shall not be
deemed to be a waiver of any breach of any other covenant, agreement,
representation, warranty or provision herein contained, nor shall any waiver or
any custom or practice which may evolve between the parties in the
administration of the terms hereof or of any Purchase Agreement, be construed to
lessen the right of Funding to insist upon the performance by SLM ECFC in strict
accordance with said terms.
SECTION 15. COMMUNICATION AND NOTICE REQUIREMENTS
All communications, notices and approvals provided for hereunder shall be
in writing and mailed or delivered to SLM ECFC or Funding, as the case may be,
addressed as set forth in the related Purchase Agreement or at such other
address as either party may hereafter designate by notice to the other party.
Notice given in any such communication, mailed to SLM ECFC or Funding by
appropriately addressed registered mail, shall be deemed to have been given on
the day following the date of such mailing.
SECTION 16. FORM OF INSTRUMENTS
All instruments and documents delivered in connection with these Master
Terms and any Purchase Agreement, and all proceedings to be taken in connection
with these Master Terms and any Purchase Agreement and the transactions
contemplated herein and therein, shall be in a form as set forth in the
attachments hereto, and Funding shall have received copies of such documents as
it or its counsel shall reasonably request in connection therewith. Any
instrument or document which is substantially in the same form as an attachment
hereto or a recital herein will be deemed to be satisfactory as to form.
SECTION 17. AMENDMENT
These Master Terms, any Purchase Agreement, any ▇▇▇▇ 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 modifying in any
manner the rights of such Noteholders; provided that such action will not, in
the opinion of counsel satisfactory to the related Indenture Trustee, materially
and adversely affect the interest of any such Noteholder.
These Master Terms, any Purchase Agreement and any document or instrument
delivered in accordance herewith or therewith may also be amended from time to
time by SLM ECFC, the Interim Eligible Lender Trustee and Funding, with the
consent of the Noteholders of Notes evidencing a majority of the Outstanding
Amount of the Notes, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions in the related document or
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
21
the Outstanding Amount of the Notes, the Noteholders of which are required to
consent to any such amendment, without the consent of all outstanding
Noteholders.
Promptly after the execution of any such amendment or consent (or, in the
case of the Rating Agencies, five Business Days prior thereto), the Interim
Eligible Lender Trustee shall furnish written notification of the substance of
such amendment or consent to the Indenture Trustee and each of the Rating
Agencies.
It shall not be necessary for the consent of Noteholders pursuant to this
Section 17 to approve the particular form of any proposed amendment or consent,
but it shall be sufficient if such consent shall approve the substance thereof.
Prior to the execution of any amendment to these Master Terms, the Interim
Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that execution of such amendment is authorized or permitted by
these Master Terms and the Opinion of Counsel referred to in Section 7.1(i)(i)
of the Administration Agreement. The Interim Eligible Lender Trustee may, but
shall not be obligated to, enter into any such amendment which affects the
Interim Eligible Lender Trustee's own rights, duties or immunities under these
Master Terms or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Terms, SLM ECFC and
the Interim Eligible Lender Trustee shall not acquiesce, petition or otherwise
invoke or cause Funding to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against Funding
under any Federal or state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignees, trustee, custodian, sequestrator or other
similar official of Funding or any substantial part of its property, or ordering
the winding up or liquidation of the affairs of Funding.
SECTION 19. GOVERNING LAW
These Master Terms and any Purchase Agreement shall be governed by and
construed in accordance with the laws of the State of New York without reference
to its conflict of law provisions, and the obligations, rights and remedies of
the parties, hereunder shall be determined in accordance with such laws.
22
IN WITNESS WHEREOF, the parties hereto have caused these Master Terms to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SLM EDUCATION CREDIT SLM FUNDING LLC
FINANCE CORPORATION (Purchaser)
(Seller)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
23
EXHIBIT A
INITIAL PURCHASE AGREEMENT
Dated as of October 20, 2004
PURCHASE AGREEMENT NUMBER 1
Pursuant to the Master Terms (as defined below), SLM ECFC 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 October 1, 2004 between Funding and the
Interim Eligible Lender Trustee, the entire right, title and interest of SLM
ECFC in the Loans described in the related ▇▇▇▇ of Sale and related Loan
Transmittal Summary Form incorporated herein and, to the extent indicated below,
the Interim Eligible Lender Trustee for the benefit of Funding accepts SLM
ECFC's offer. In order to qualify as Eligible Loans, no payment of principal or
interest shall be more than two hundred and ten (210) days past due as of the
Statistical Cutoff Date, which shall be September 22, 2004.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, SLM ECFC hereby sells to the
Interim Eligible Lender Trustee for the benefit of Funding the entire right,
title and interest of SLM ECFC in the Initial Loans accepted for purchase,
subject to all the terms and conditions of the Purchase Agreement Master
Securitization Terms Number 1000 (the "Master Terms") and any amendments
thereto, incorporated herein by reference, among SLM ECFC, Funding, and the
Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal
$2,298,537,801.81 equal to $1,351,287,357 (representing the sale price of the
Floating Rate Notes less underwriters' discounts and fees), plus $2,584,878,327
(representing the sale price of the Reset Rate Notes less initial purchasers'
commissions and fees), less $9,750,261 (representing the Reserve Account Initial
Deposit), less $30,000,000 (representing the Capitalized Interest Account
Initial Deposit), less $196,140 (representing the total Interest Rate Cap
Agreements Upfront Payment), less $18,400,007.29 (representing the Collection
Account Initial Deposit), less $978,360,000 (representing the Pre-Funding
Account Initial Deposit), less $600,921,473.90 (representing the purchase price
of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by
VG Funding, LLC contemporaneous herewith).
This document shall constitute the Initial Purchase Agreement referred to
in the Master Terms and, except as modified herein, each term used herein shall
have the same meaning as in the Master Terms. All references in the Master Terms
to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall
be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM
ECFC hereby makes all the representations and warranties set forth in Sections
5(A) and (B) of the Master Terms regarding the Initial Loans described in the
Initial ▇▇▇▇ of Sale and the related Loan Transmittal Summary Form, as of the
Closing Date.
SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of
Funding to use a copy of the Initial ▇▇▇▇ of Sale, including the Loan
Transmittal Summary Form attached to the Initial ▇▇▇▇ of Sale (in lieu of OE
Form 1074), as official notification to the applicable
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Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of
Funding of the Initial Loans purchased pursuant hereto on the Closing Date.
The parties hereto intend that the transfer of Purchased Loans described
in the Initial ▇▇▇▇ of Sale and related Loan Transmittal Summary Form be, and be
construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim
Eligible Lender Trustee for the benefit of Funding. However, in the event that
notwithstanding the intention of the parties, such transfer is deemed to be a
transfer for security, then SLM ECFC hereby grants to the Interim Eligible
Lender Trustee for the benefit of Funding a first priority security interest in
and to all Purchased Loans described in the Initial ▇▇▇▇ 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 Initial Purchase
Agreement Number 1 to be duly executed by their respective officers hereunto
duly authorized, as of the day and year first above written.
SLM EDUCATION CREDIT FINANCE CORPORATION
(Seller)
By: _________________________
Name: _______________________
Title: ________________________
SLM FUNDING LLC
(Purchaser)
By: __________________________
Name: ________________________
Title: _________________________
CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Interim
Eligible Lender Trustee
By: __________________________
Name: ________________________
Title: _________________________
3
INITIAL PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED OCTOBER ▇▇, ▇▇▇▇
▇▇▇ Education Credit Finance Corporation ("SLM ECFC"), by execution of this
instrument, hereby endorses the attached promissory note which is one (1) of the
promissory notes (the "Notes") described in the Initial ▇▇▇▇ of Sale executed by
SLM ECFC 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 Initial Purchase
Agreement among SLM ECFC, Funding and the Interim Eligible Lender Trustee which
covers the promissory note.
This endorsement may be effected by attaching either this instrument or a
facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, SLM ECFC agrees to individually endorse
each Note in the form provided by Funding as Funding may from time to time
require or if such individual endorsement is required by the Guarantor of the
Note.
THE SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS,
CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN
THE INITIAL PURCHASE AGREEMENT. BY EXECUTION HEREOF, SLM ECFC ACKNOWLEDGES THAT
SLM ECFC HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS
AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE
CONSUMMATED UPON FUNDING'S PAYMENT TO SLM ECFC OF THE INITIAL PAYMENT (AS
DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY SLM ECFC AND
FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL ▇▇▇▇ OF SALE.
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IN WITNESS WHEREOF, the parties hereto have caused this Blanket
Endorsement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
SELLER PURCHASER
SLM Education Credit Finance Corporation Chase Manhattan Bank USA, National
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Association, not in its individual
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ capacity but solely as Interim
Eligible Lender Trustee for the
benefit of SLM Funding LLC
Lender Code: ___________________________
By: ____________________________________ By: ______________________________
(Signature of Authorized Officer) (Signature of Authorized
Signatory for Purchaser)
Name: __________________________________ Name: ____________________________
Title: _________________________________ Title: ___________________________
Date of Purchase: ________________
2
EXHIBIT B
INITIAL ▇▇▇▇ OF SALE DATED OCTOBER 20, 2004
The undersigned ("SLM ECFC"), for value received and pursuant to the terms
and conditions of Purchase Agreement Number 1 (the "Purchase Agreement") among
SLM Funding LLC ("Funding"), and Chase Manhattan Bank USA, National Association,
as Interim Eligible Lender Trustee for the benefit of Funding under the Interim
Trust Agreement dated as of October 1, 2004 between Funding and the Interim
Eligible Lender Trustee, does hereby sell, assign and convey to the Interim
Eligible Lender Trustee for the benefit of Funding and its assignees all right,
title and interest of SLM ECFC, including the insurance interest of SLM ECFC
under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that
the Interim Eligible Lender Trustee for the benefit of Funding has accepted for
purchase. The portfolio of Initial Loans accepted for purchase by the Interim
Eligible Lender Trustee for the benefit of Funding and the effective date of
sale and purchase are described below and the individual accounts are listed on
the Schedule A attached hereto.
SLM ECFC hereby makes the representations and warranties set forth in
Section 5 of the Purchase Agreement Master Securitization Terms Number 1000
incorporated by reference in the Initial Purchase Agreement. SLM ECFC authorizes
the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this
document (in lieu of OE Form 1074) as official notification to the Guarantor(s)
of assignment to the Interim Eligible Lender Trustee for the benefit of Funding
of the Initial Loans on the Closing Date.
LISTING OF LOANS ON FOLLOWING PAGE
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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 SLM ECFC's estimated calculations, which may be adjusted upward or
downward based upon Funding's reconciliation.
** Includes interest to be capitalized.
2
GUARANTOR(S): [SLM TO ADVISE REGARDING SPLIT BETWEEN SELLERS]
American Student Assistance
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Educational Credit Management Corporation of Virginia
Florida Bureau of Student Financial Assistance
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kentucky Higher Education Assistance Authority
Louisiana Office of Student Financial Assistance
Michigan Guaranty Agency
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
Student Loan Guarantee Foundation of Arkansas, Inc.
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
3
IN WITNESS WHEREOF, the parties hereto have caused this Initial ▇▇▇▇ of Sale to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SELLER PURCHASER
SLM Education Credit Finance Corporation Chase Manhattan Bank USA, National
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Association, not in its individual
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ capacity but solely as Interim
Eligible Lender Trustee for the
benefit of SLM Funding LLC
Lender Code: ___________________________
By: ____________________________________ By: ______________________________
(Signature of Authorized Officer) (Signature of Authorized
Signatory for Purchaser)
Name: __________________________________ Name: ____________________________
Title: _________________________________ Title: ___________________________
Date of Purchase: ________________
4
EXHIBIT C
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
Dated as of [ ], 2004
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
SLM ECFC 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 October 1, 2004
between the Purchaser and the Interim Eligible Lender Trustee, the entire right,
title and interest of SLM ECFC in the Loans described in the related Additional
▇▇▇▇ of Sale and the related Loan Transmittal Summary Form incorporated herein,
and, to the extent indicated below, the Interim Eligible Lender Trustee for the
benefit of Funding accepts SLM ECFC's offer.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, SLM ECFC hereby sells to the
Interim Eligible Lender Trustee for the benefit of Funding the entire right,
title and interest of SLM ECFC in the Loans accepted for purchase, subject to
all the terms and conditions of the Purchase Agreement Master Securitization
Terms Number 1000, dated October 20, 2004 (the "Master Terms"), and any
amendments thereto permitted by its terms, incorporated herein by reference,
among SLM ECFC, Funding and the Interim Eligible Lender Trustee. The applicable
Additional Loans Purchase Price shall be $[ ].
This document shall constitute an Additional Purchase Agreement as
referred to in the Master Terms and, except as modified herein, each term used
herein shall have the same meaning as in the Master Terms. All references in the
Master Terms to Loans or Additional Loans or to Purchased Loans, as applicable,
shall be deemed to refer to the Additional Loans governed by this Additional
Purchase Agreement. SLM ECFC hereby makes the representations and warranties set
forth in Sections 5(A) and (B) of the Master Terms regarding the Additional
Loans described in the related Additional ▇▇▇▇ of Sale and the related Loan
Transmittal Summary Form, as of the related Purchase Date.
SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of
the Purchaser to use a copy of the related Additional ▇▇▇▇ of Sale, including
the Loan Transmittal Summary Form attached to such Additional ▇▇▇▇ of Sale (in
lieu of OE Form 1074), as official notification to the applicable Guarantor of
assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser of
the Loans purchased pursuant hereto on the Purchase Date.
The parties hereto intend that the transfer of Additional Loans described
in the related Additional ▇▇▇▇ of Sale and related Loan Transmittal Summary Form
be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to
the Interim Eligible Lender Trustee for the benefit of the Purchaser. However,
in the event that notwithstanding the intention of the parties, such transfer is
deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim
Eligible Lender Trustee for the benefit of the Purchaser a first priority
security
1
interest in and to all Additional Loans described in the related
Additional ▇▇▇▇ 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.
SLM EDUCATION CREDIT FINANCE CORPORATION
(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 Interim
Eligible Lender Trustee
By: ___________________________
Name: _________________________
Title: ________________________
2
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
[ ] BLANKET ENDORSEMENT DATED [ ], 2004
SLM Education Credit Finance Corporation ("SLM ECFC"), by execution of this
instrument, hereby endorses the attached promissory note which is one (1) of the
promissory notes (the "Notes") described in the Additional ▇▇▇▇ of Sale executed
by SLM ECFC 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 SLM ECFC, Funding and the Interim Eligible Lender Trustee which
covers the promissory note (the "Additional Purchase Agreement").
This endorsement may be effected by attaching either this instrument or a
facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, SLM ECFC agrees to individually endorse
each Note in the form provided by Funding as Funding may from time to time
require or if such individual endorsement is required by the Guarantor of the
Note.
THE SALE AND PURCHASE OF THE ADDITIONAL LOANS SHALL BE SUBJECT TO THE TERMS,
CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN
THE RELATED ADDITIONAL PURCHASE AGREEMENT. BY EXECUTION HEREOF, SLM ECFC
ACKNOWLEDGES THAT SLM ECFC HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL
TERMS, CONDITIONS AND COVENANTS OF THE ADDITIONAL PURCHASE AGREEMENT. THE SALE
AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO SLM ECFC OF THE
ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY SLM ECFC AND
FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE ADDITIONAL ▇▇▇▇ 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
SLM Education Credit Finance Corporation Chase Manhattan Bank USA, National
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Association, not in its individual
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ capacity but solely as Interim
Eligible Lender Trustee for the
benefit of SLM Funding LLC
Lender Code: ___________________________
By: ____________________________________ By: ______________________________
(Signature of Authorized Officer) (Signature of Authorized
Signatory for Purchaser)
Name: __________________________________ Name: ____________________________
Title: _________________________________ Title: ___________________________
Date of Purchase: ________________
2
EXHIBIT D
ADDITIONAL ▇▇▇▇ OF SALE
DATED [ ], 2004
The undersigned ("SLM ECFC"), for value received and pursuant to the terms
and conditions of Additional Purchase Agreement Number [ ] (the "Purchase
Agreement") among SLM Funding LLC ("Funding"), and Chase Manhattan Bank USA,
National Association, as Interim Eligible Lender Trustee for the benefit of
Funding under the Interim Trust Agreement dated as of October 1, 2004 between
Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and
convey to the Interim Eligible Lender Trustee for the benefit of Funding and its
assignees all right, title and interest of SLM ECFC, including the insurance
interest of SLM ECFC under the Federal Family Education Loan Program (20 U.S.C.
1071 et seq.), that the Interim Eligible Lender Trustee for the benefit of
Funding has accepted for purchase. The portfolio of Additional Loans accepted
for purchase by the Interim Eligible Lender Trustee for the benefit of Funding
and the effective date of sale and purchase are described below and the
individual accounts are listed on the Schedule A attached hereto.
SLM ECFC hereby makes the representations and warranties set forth in
Section 5 of the Purchase Agreement Master Securitization Terms Number 1000
incorporated by reference in the Additional Purchase Agreement related hereto.
SLM ECFC authorizes the Interim Eligible Lender Trustee on behalf of Funding to
use a copy of this document (in lieu of OE Form 1074) as official notification
to the applicable Guarantor(s) of assignment to the Interim Eligible Lender
Trustee for the benefit of Funding of the portfolio of Additional Loans accepted
for purchase, on the Purchase Date.
LISTING OF LOANS ON FOLLOWING PAGE
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 SLM ECFC's estimated calculations, which may be adjusted upward or
downward based upon 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 ▇▇▇▇ of
Sale to be duly executed by their respective officers hereunto duly authorized,
as of the day and year first above written.
SELLER PURCHASER
SLM Education Credit Finance Corporation Chase Manhattan Bank USA, National
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Association, not in its individual
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ capacity but solely as Interim
Eligible Lender Trustee for the
benefit of SLM Funding LLC
Lender Code: ___________________________
By: ____________________________________ By: ______________________________
(Signature of Authorized Officer) (Signature of Authorized
Signatory for Purchaser)
Name: __________________________________ Name: ____________________________
Title: _________________________________ Title: ___________________________
Date of Purchase: ________________
4
Annex I
LOAN TRANSMITTAL SUMMARY FORM
Principal Balance
Additional Loans as of the related Subsequent Cutoff Date Purchase Price
---------------- ---------------------------------------- --------------
5