EXHIBIT 99.1
FORM OF
MASTER TERMS PURCHASE AGREEMENT
This Master Terms Purchase Agreement, dated as of _____, 200_ ("Master
Terms Purchase Agreement"), among The Student Loan Corporation ("SLC"), SLC
Student Loan Receivables I, Inc. ("SLC Receivables") and ________________, not
in its individual capacity but solely as Eligible Lender Trustee (the "Eligible
Lender Trustee") for the benefit of SLC Receivables under the Eligible Lender
Trust Agreement, dated as of _______, 200_, between SLC Receivables and the
Eligible Lender Trustee, shall be effective upon execution by the parties
hereto. References to SLC Receivables herein mean the Eligible Lender Trustee
for all purposes involving the holding or transferring of legal title to the
Eligible Loans.
WHEREAS, SLC is the owner of certain student loans guaranteed under the
Higher Education Act;
WHEREAS, SLC may desire to sell its interest in such loans from time to
time and SLC Receivables may desire to purchase such loans from SLC; and
WHEREAS, the Eligible Lender Trustee is willing to hold legal title to,
and serve as eligible lender trustee with respect to, such Loans on behalf of
SLC Receivables.
NOW, THEREFORE, in connection with the mutual promises contained herein,
the parties hereto agree as follows:
SECTION 1. TERMS
This Master Terms Purchase Agreement establishes the terms under which SLC
may sell, and SLC Receivables (and with respect to legal title, the Eligible
Lender Trustee on behalf of SLC Receivables) may purchase, the Loans (and all
obligations of the Borrowers thereunder) specified on each Purchase Agreement as
the parties may execute from time to time pursuant to this Master Terms Purchase
Agreement. Each such Purchase Agreement shall be substantially in the form of
Attachment A hereto, incorporating by reference the terms of this Master Terms
Purchase Agreement, and shall be a separate agreement among SLC, SLC Receivables
and the Eligible Lender Trustee on behalf of SLC Receivables with respect to the
Loans covered by the terms of such Purchase Agreement. If the terms of a
Purchase Agreement conflict with this Master Terms Purchase Agreement, the terms
of such Purchase Agreement shall supersede and govern.
SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein, including in the
related Purchase Agreement and Bill of Sale, shall have the definitions set
forth in Appendix A to the Indenture, dated as of ______, 200_, 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) "Bill of Sale" means each document in the form of Attachment C hereto,
executed by an authorized officer of SLC and the Eligible Lender Trustee
on behalf of SLC Receivables, which shall (i) set forth the Purchased
Loans offered by SLC and accepted for purchase by the Eligible Lender
Trustee, for the benefit of SLC Receivables, (ii) sell, assign and convey
to the Eligible Lender Trustee, for the benefit of SLC Receivables and its
assignees, all rights, title and interest of SLC in the Loans listed on
that Bill of Sale and (iii) certify that the representations and
warranties made by SLC pursuant to Sections 5(A) and (B) of this Master
Terms Purchase Agreement are true and correct.
(C) "Borrower" means the obligor on a Loan.
(D) "Consolidation Loan" means a Loan made pursuant to and in full
compliance with Section 428C of the Higher Education Act.
(E) "Cutoff Date" means the Payment Cutoff Date, and with respect to
substitutions hereunder, a date agreed to by SLC and SLC Receivables to
use in determining the Principal Balance and accrued interest to be
capitalized for purposes of completing the Loan Transmittal Summary Form.
(F) "Eligible Loan" means a Loan offered for sale by SLC under the
Purchase Agreement, dated as of the Closing Date, or substituted by SLC
under any other Purchase Agreement entered into after the Closing Date,
which as of the Statistical Cutoff Date, or in the case of a Purchase
Agreement entered into after the Closing Date, as of the related Purchase
Date, 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 or as of the
applicable Purchase Date, in the case of any Loan substituted pursuant to
this Master Terms Purchase Agreement after the Closing Date:
(i) is a Stafford Loan, a PLUS Loan or SLS Loan and is a
Consolidation Loan;
(ii) is owned by SLC 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;
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(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;
(viii) the last disbursement was before the Statistical Cutoff Date,
or, in the case of any Loan substituted pursuant to this Master
Terms Purchase Agreement after the Closing Date, before the related
Purchase Date;
(ix) is not more than 180 days past the final disbursement;
(x) 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 SLC Receivables
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, or, in the case of any
Loan substituted pursuant to this Master Terms Purchase
Agreement after the Closing Date, as of the related
Purchase Date 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,
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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.
(G) Initial Payment" means the dollar amount specified as the "Initial
Payment" in the applicable Purchase Agreement.
(H) "Loan" means the Eligible Loans evidenced by the Note sold on the
Closing Date, or the Eligible Loans evidenced by the Note substituted on
the related Purchase Date in the case of any Loans substituted pursuant to
this Master Terms Purchase Agreement after the Closing Date, pursuant to
the related Purchase Agreement and related documentation together with any
guaranties and other rights relating thereto including, without
limitation, Interest Subsidy Payments and Special Allowance Payments.
(I) "Loan Transmittal Summary Forms" means the forms related to each Bill
of Sale provided to SLC by SLC Receivables and completed by SLC that list,
by Borrower, (i) the Loans subject to the related Bill of Sale and (ii)
the outstanding Principal Balance and accrued interest thereof as of the
Statistical Cutoff Date, or as of the related Purchase Date, in the case
of any Loan substituted pursuant to this Master Terms Purchase Agreement
after the Closing Date.
(J) "Master Terms Sale Agreement" means the Master Terms Sale Agreement,
dated as of _____, 200_, among SLC, as Seller, SLC Student Loan Trust
200_-_, as Purchaser, and ________________, as Eligible Lender Trustee.
(K) "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.
(L) "Payment Cutoff Date" means _____, 200_ or, in the case of Loans
substituted pursuant to this Master Terms Purchase Agreement after the
Closing Date, the related Purchase Date as specified in the related
Purchase Agreement.
(M) "PLUS Loan" means a Loan that was made pursuant to the PLUS Program
established under Section 428B of the Higher Education Act (or predecessor
provisions).
(N) "Principal Balance" means the outstanding principal amount of the
Loan, plus interest expected to be capitalized (if any), less amounts
which may not be insured (such as late charges).
(O) "Purchase Agreement" means a Purchase Agreement (including any
attachments thereto), substantially in the form of Attachment A hereto, of
which this Master Terms Purchase Agreement forms a part by reference.
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(P) "Purchase Date" means with respect to any purchase or substitution,
the date of the related Bill of Sale.
(Q) "Purchase Price" means the Initial Payment.
(R) "Purchased Loans" means, with respect to each Purchase Agreement, the
Loans offered for sale and purchased or substituted pursuant to such
Purchase Agreement.
(S) "Secretary" means the United States Secretary of Education or any
successor.
(T) "SLS Loan" means a Loan which was made pursuant to the Supplemental
Loans for Students Program established under Section 428A of the Higher
Education Act (or predecessor provisions), including Loans referred to as
ALAS Loans or Student PLUS Loans.
(U) "Stafford Loan" means a Subsidized Stafford Loan or an Unsubsidized
Stafford Loan.
(V) "Statistical Cutoff Date" means ____, 200_.
(W) "Subsidized Stafford Loan" means a Loan for which the interest rate is
governed by Section 427A(a) or 427A(d) of the Higher Education Act.
(X) "Trust Certificate" means the certificate, substantially in the form
of Exhibit A to the Trust Agreement, evidencing the right to receive
payments thereon as set forth in Sections 2.8(m) and 2.9(f) of the
Administration Agreement.
(Y) "Trust Student Loan" means any student loan that is listed on the
Schedule of Trust Student Loans on the Closing Date 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 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.
(Z) "Unsubsidized Stafford Loan" means a Loan made pursuant to Section
428H of the Higher Education Act.
SECTION 3. SALE/PURCHASE
(A) Consummation of Sale and Purchase
The sale and purchase of Eligible Loans pursuant to the Purchase
Agreement to be dated as of the Closing Date shall be consummated upon (i)
SLC Receivables's receipt from SLC of the related Bill of Sale, (ii) the
payment by SLC Receivables to SLC of the Initial Payment and (iii) the
assignment to SLC of the Trust Certificate.
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Upon consummation, such sale and purchase shall be effective as of the
date of the Bill of Sale. SLC and SLC Receivables shall use their best
efforts to perform promptly their respective obligations pursuant to such
Purchase Agreement with respect to each Loan.
(B) Settlement of the Initial Payment
On the Closing Date, SLC Receivables shall pay to SLC the Initial
Payment by wire transfer of immediately available funds to the account
specified by SLC.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
SLC shall be entitled to all Interest Subsidy Payments and Special
Allowance Payments on the Loans up to but not including the related
Payment Cutoff Date, and shall be responsible for the payment of rebate
fees, if any, applicable to Purchased Loans accruing up to but not
including the related Payment Cutoff Date. The Eligible Lender Trustee on
behalf of SLC Receivables shall be entitled to all Special Allowance
Payments and Interest Subsidy Payments on the Purchased Loans accruing
from, and including, the related Payment Cutoff Date, and shall be
responsible for the payment of any rebate fees applicable to Purchased
Loans accruing from, and including, the Payment Cutoff Date.
(D) Special Programs
In consideration of the sale of the Eligible Loans under this Master
Terms Purchase Agreement and each Purchase Agreement, SLC Receivables
agrees to cause the Servicer to offer each Borrower of a Trust Student
Loan sold hereunder all special programs, whether or not in existence as
of the date of any Purchase Agreement, generally offered to the obligors
of comparable loans owned by SLC or any of its Affiliates, at all times
subject to the terms and conditions of Section 3.12 of the Servicing
Agreement. SLC is selling Loans to SLC Receivables without regard to the
effect of any special programs. If required, SLC shall remit to SLC
Receivables 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.
(E) Intent of the Parties
With respect to each sale of Loans pursuant to this Master Terms
Purchase Agreement and the related Purchase Agreements, it is the
intention of the Seller, the Purchaser and the Eligible Lender Trustee,
and SLC hereby warrants that, the transfer and assignment constitute a
valid sale of such Loans from the Seller to the Purchaser, for the benefit
of and on behalf of SLC Receivables, and that the beneficial interest in
and title to such Loans not be part of SLC's estate in the event of the
bankruptcy of SLC or the appointment of a receiver with respect to SLC.
SECTION 4. CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION
Any purchase or substitution of Loans pursuant to this Master Terms
Purchase Agreement is subject to the following conditions precedent being
satisfied (and the
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Purchaser, 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
SLC shall provide any assistance requested by SLC Receivables in
determining that all required documentation on the related Loans is
present and correct.
(B) Continued Servicing
Following the execution of each Purchase Agreement, SLC 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 Bill of Sale.
(C) Bill of Sale/Loan Transmittal Summary Form
SLC shall deliver to SLC Receivables:
(i) a Bill of Sale that (a) has been duly authorized, executed and
delivered, by an authorized officer of SLC, covering the applicable
Loans offered by SLC, (b) has been accepted by SLC Receivables as
set forth thereon, selling, assigning and conveying to the Eligible
Lender Trustee on behalf of SLC Receivables and its assignees all
right, title and interest of SLC, including the insurance interest
of SLC, in each of the related Loans, and (c) states that the
representations and warranties made by SLC in Sections 5(A) and (B)
of this Master Terms Purchase Agreement are true and correct on and
as of the date of the Bill of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the Bill of
Sale, identifying each of the Eligible Loans which is the subject of
the Bill of Sale and setting forth the unpaid Principal Balance of
each such Loan.
(D) Endorsement
SLC shall provide a blanket endorsement transferring the entire
interest of SLC in the Loans to the Eligible Lender Trustee on behalf of
SLC Receivables with the form of endorsement provided for in the related
Purchase Agreement.
At the direction of and in such form as SLC Receivables may
designate, SLC also agrees to individually endorse any Eligible Loan as
SLC Receivables may request from time to time.
(E) Officer's Certificate
SLC shall furnish to SLC Receivables, with each Bill of Sale
provided in connection with each purchase or substitution of Loans
pursuant to this Master Terms Purchase Agreement, an Officer's
Certificate, dated as of the date of such Bill of Sale.
(F) Loan Transfer Statement
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Upon SLC Receivables's request, SLC shall deliver to SLC Receivables
one (1) or more Loan Transfer Statements (Department of Education Form OE
1074 or its equivalent) provided by SLC Receivables, executed by SLC and
dated the date of the related Bill of Sale. SLC agrees that SLC
Receivables and the Eligible Lender Trustee may use the related Bill of
Sale, including the Loan Transmittal Summary Form attached to that Bill of
Sale, in lieu of OE Form 1074, as official notification to the Guarantor
of the assignment by SLC to the Eligible Lender Trustee on behalf of SLC
Receivables of the Loans listed on the related Bill of Sale.
(G) Power of Attorney
SLC hereby grants to SLC Receivables and the Eligible Lender
Trustee, on behalf of and for the benefit of SLC Receivables, 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 SLC any Eligible Loan to evidence the transfer of such
Eligible Loan to SLC Receivables and the Eligible Lender Trustee for the
benefit of SLC Receivables and to cause to be transferred physical
possession of any Note from SLC or the Servicer to SLC Receivables or the
Eligible Lender Trustee or any custodian on their behalf.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF SLC AND THE ELIGIBLE
LENDER TRUSTEE
(A) General
SLC represents and warrants to SLC Receivables that with respect to
a portfolio of Loans, as of the date of each Purchase Agreement and Bill
of Sale:
(i) SLC is an eligible lender or other qualified holder of loans
originated pursuant to the Federal Family Education Loan Program
established under the Higher Education Act;
(ii) SLC is duly incorporated and existing under the laws of its
governing jurisdiction;
(iii) SLC has all requisite power and authority to enter into and to
perform the terms of the Master Terms Purchase Agreement and that
Purchase Agreement and Bill of Sale; and
(iv) SLC will not, with respect to any Loan purchased under Purchase
Agreements executed pursuant to this Master Terms Purchase
Agreement, 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 SLC Receivables.
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(B) Particular
SLC represents and warrants to SLC Receivables as to the Purchased
Loans purchased by SLC Receivables or substituted by SLC under the related
Purchase Agreement and each Bill of Sale executed pursuant to this Master
Terms Purchase Agreement as of the date of the related Purchase Agreement,
or as of the date otherwise noted:
(i) SLC 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) This Master Terms Purchase Agreement creates a valid and
continuing security interest (as defined in the applicable UCC) in
the Purchased Loans in favor of the 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 SLC;
(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, or, in the case of any
purchase following the Closing Date, as of the date of the related
Purchase Agreement, the Purchased Loans are Eligible Loans and the
description of the Loans set forth in the related Purchase Agreement
and the related Loan Transmittal Summary Form is true and correct;
(v) SLC 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 Loan repurchase or
substitution by SLC, will be made pursuant to and consistent with
the laws and regulations under which SLC 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 SLC is a party
or by which SLC 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 Eligible Lender Trustee;
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(viii) As of the Statistical Cutoff Date, or, in the case of any
purchase following the Closing Date, as of the date of the related
Purchase Agreement, each Loan has been duly made and serviced in
accordance with the provisions of the Federal Family Education Loan
Program established under the Higher Education Act, and has been
duly insured by a Guarantor; as of the Statistical Cutoff Date, or,
in the case of any purchase following the Closing Date, as of the
date of the related Purchase Agreement, such guarantee is in full
force and effect and is freely transferable to the Eligible Lender
Trustee on behalf of SLC Receivables 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 Bill of
Sale;
(ix) Any payments on the Purchased Loans received by SLC 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 or, in the case of any substituted Loans,
the related Payment Cutoff Date, 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, or, in the case of any purchase
following the Closing Date, as of the date of the related Purchase
Agreement, and no default, breach, violation or event permitting
acceleration under the terms of any Loan has arisen; and neither SLC
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 SLC, the Eligible Lender Trustee and
SLC Receivables, and SLC hereby warrants that, the transfer and
assignment herein contemplated constitute a valid sale of the Loans
from SLC to the Eligible Lender Trustee, for the benefit of and on
behalf of SLC Receivables, and that the beneficial interest in and
title to such Loans not be part of SLC's estate in the event of the
bankruptcy of SLC or the appointment of a receiver with respect to
SLC;
(xv) With respect to the first sale of Loans from SLC to the
Eligible Lender Trustee for the benefit of SLC Receivables it has
caused or will have caused,
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within ten days of the Closing Date, the filing of all appropriate
financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security
interest in the Loans granted to the 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 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
Eligible Lender Trustee. All financing statements filed or to be
filed against SLC in favor of the 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 Eligible Lender Trustee;"
(xvii) Other than the security interest granted to the Eligible
Lender Trustee pursuant to this Agreement, SLC has not pledged,
assigned, sold, granted a security interest in, or otherwise
conveyed any of the Purchased Loans. SLC has not authorized the
filing of and is not aware of any financing statements against SLC
that include a description of collateral covering the Purchased
Loans other than any financing statement relating to the security
interest granted to the Eligible Lender Trustee hereunder or any
other security interest that has been terminated. SLC is not aware
of any judgment or tax lien filings against SLC; and
(xviii) No Borrower of a Purchased Loan as of the Statistical Cutoff
Date or, in the case of any substitution following the Closing Date,
as of the date of the related Purchase Agreement, is noted in the
related Loan File as being currently involved in a bankruptcy
proceeding.
(C) The Eligible Lender Trustee represents and warrants that as of the
date of each Purchase Agreement and each Bill of Sale:
(i) The Eligible Lender Trustee is duly [incorporated][organized]
and validly existing in good standing under the laws of its
governing jurisdiction and has an office located within the State of
Delaware. It has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Master Terms
Purchase Agreement, each Purchase Agreement and each Bill of Sale;
(ii) The Eligible Lender Trustee has taken all corporate action
necessary to authorize the execution and delivery by it of this
Master Terms Purchase Agreement and each Purchase Agreement, and
this Master Terms Purchase Agreement and each Purchase Agreement
will be executed and delivered by one
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of its officers who is duly authorized to execute and deliver this
Master Terms Purchase Agreement and each Purchase Agreement on its
behalf;
(iii) Neither the execution nor the delivery by it of this Master
Terms Purchase Agreement 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 Eligible Lender Trustee or any judgment or order
binding on it, or constitute any default under its charter documents
or [by-laws][operating agreement] 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 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 this Master Terms Purchase Agreement, 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 this Master Terms Purchase Agreement shall give notice to
the other parties promptly, in writing, upon the discovery of any breach of
SLC's representations and warranties made pursuant to Sections 5(A) and (B)
hereof which has a materially adverse effect on the interest of SLC Receivables
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, SLC shall repurchase any affected Trust Student Loan not later
than 210 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, SLC shall purchase such Trust Student Loan not later than the
sixtieth day following the end of such 360-day period. SLC 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
Section 6, SLC 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 SLC does not
trigger such repurchase obligation but does result in the refusal by a Guarantor
to guarantee all or a portion of the accrued interest (or any obligation of SLC
Receivables to repay such interest to a Guarantor), or the loss (including any
obligation of SLC Receivables to repay the Department) of Interest
12
Subsidy Payments and Special Allowance Payments, with respect to any Trust
Student Loan affected by such breach, then SLC shall reimburse SLC Receivables
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 SLC 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, SLC shall not be required to reimburse SLC Receivables 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 SLC or the Servicer, exceeds 1% of the Pool Balance, SLC (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 SLC 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 Section 6,
SLC 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 Stafford Loan or
Subsidized Stafford Loan (pre-1993 vs. post-1993), PLUS
Loan or SLS Loan),
3. school type,
4. total return,
5. principal balance, and
6. remaining term to maturity.
In addition, each substituted Eligible Loan will comply, as of the date of
substitution, with all of the representations and warranties made hereunder. In
choosing Eligible Loans to be
13
substituted pursuant to this Section 6, SLC shall make a reasonable
determination that the Eligible Loans to be substituted will not have a material
adverse effect on the Noteholders or the Interest Rate Cap Counterparty. In
connection with each substitution a Purchase Agreement and related Bill of Sale
regarding such substituted Loans will be executed and delivered by the
applicable parties.
In the event that SLC elects to substitute Eligible Loans pursuant to this
Section 6, SLC 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. SLC
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 SLC Receivables, the Eligible Lender Trustee and the
Noteholders with respect to a breach by SLC pursuant to Sections 5(A) and (B)
hereof shall be to require SLC to purchase such Trust Student Loans, to
reimburse SLC Receivables 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 SLC with respect to amounts accrued after the
date of the related Bill of Sale for any Purchased Loan sold to SLC
Receivables, which payment is not reflected in the related Loan
Transmittal Summary Form, shall be received by SLC in trust for the
account of SLC Receivables and SLC hereby disclaims any title to or
interest in any such amounts. Within two (2) Business Days following the
date of receipt, SLC shall remit to SLC Receivables an amount equal to any
such payments along with a listing on a form provided by SLC Receivables
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 SLC with respect to
any Loan subject to this Master Terms Purchase Agreement or the related
Purchase Agreement shall be transmitted by SLC 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.
SECTION 8. CONTINUING OBLIGATION OF THE SELLER
SLC shall provide all reasonable assistance necessary for SLC Receivables
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
14
period SLC owned the related Purchased Loan, or (b) a payment made or alleged to
have been made to SLC. Further, SLC agrees to execute any financing statements
at the request of SLC Receivables in order to reflect SLC Receivables's interest
in the Loans.
SECTION 9. LIABILITY OF THE SELLER; INDEMNITIES
SLC shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by SLC under this Master Terms Purchase
Agreement and each related Purchase Agreement.
(i) SLC shall indemnify, defend and hold harmless SLC Receivables
and the 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 Eligible Lender Trustee), including any sales, gross
receipts, general corporation, tangible and intangible personal
property, privilege or license taxes (but, in the case of SLC
Receivables, not including any taxes asserted with respect to, and
as of the date of, the sale of the Purchased Loans to the Eligible
Lender Trustee on behalf of SLC Receivables, or asserted with
respect to ownership of the Trust Student Loans) and costs and
expenses in defending against the same.
(ii) SLC shall indemnify, defend and hold harmless SLC Receivables
and the Eligible Lender Trustee in its individual capacity, and the
officers, directors, employees and agents of SLC Receivables and the
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, SLC's willful misfeasance, bad
faith or gross negligence in the performance of its duties under
this Master Terms Purchase Agreement, or by reason of reckless
disregard of its obligations and duties under this Master Terms
Purchase Agreement.
(iii) SLC shall be liable as primary obligor for, and shall
indemnify, defend and hold harmless the 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 this Master Terms Purchase Agreement,
the other Basic Documents, the acceptance or performance of the
trusts and duties set forth herein and in the Sale Agreement or the
action or the inaction of the 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 Eligible Lender Trustee, (b) shall arise from any breach by
the Eligible Lender Trustee of its covenants made under any of the
Basic Documents; or (c) shall arise from the breach by the Eligible
Lender Trustee of any of its representations or warranties made in
its individual capacity set forth in this Master Terms Purchase
Agreement or any Purchase Agreement. In the event of any claim,
action or proceeding for which indemnity will be sought pursuant to
this paragraph, the Eligible Lender
15
Trustee's choice of legal counsel shall be subject to the approval
of SLC, which approval shall not be unreasonably withheld.
Indemnification under this Section 9 shall survive the resignation or
removal of the Eligible Lender Trustee and the termination of this Master Terms
Purchase Agreement, and shall include reasonable fees and expenses of counsel
and expenses of litigation. If SLC shall have made any indemnity payments
pursuant to this Section and the Person to or on behalf of whom such payments
are made thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to SLC, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF THE SELLER
Any Person (a) into which SLC may be merged or consolidated, (b) which may
result from any merger or consolidation to which SLC shall be a party or (c)
which may succeed to the properties and assets of SLC substantially as a whole,
shall be the successor to SLC without the execution or filing of any document or
any further act by any of the parties to this Master Terms Purchase Agreement;
provided, however, that SLC 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 SLC, executes an agreement of assumption to
perform every obligation of SLC under this Master Terms Purchase Agreement, each
Purchase Agreement and each Bill 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 SLC, shall
have delivered to the Eligible Lender Trustee an Officers' Certificate and an
Opinion of Counsel each stating that such consolidation, merger or succession
and such agreement of assumption comply with this Section and that all
conditions precedent, if any, provided for in this Master Terms Purchase
Agreement 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 SLC is not the surviving entity, SLC shall have
delivered to the 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 SLC Receivables and
the 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 SLC AND OTHERS
SLC and any director or officer or employee or agent thereof may rely in
good faith on the advice of counsel or on any document of any kind, prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder (provided that such reliance shall not limit in any way SLC's
obligations under Section 6). SLC shall not be under any obligation to appear
in, prosecute or defend any legal action that shall not be incidental to its
obligations under this Master Terms Purchase Agreement 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 SLC will constitute the sole remedy available to SLC Receivables
for uncured breaches; provided, however, that the
16
information with respect to the Purchased Loans listed on the related Bill of
Sale may be adjusted in the ordinary course of business subsequent to the date
of the related Bill of Sale and to the extent that the aggregate Principal
Balance of the Purchased Loans listed on the related Bill of Sale is less than
the aggregate Principal Balance stated on the related Bill of Sale, SLC shall
remit such amount to the Eligible Lender Trustee, for the benefit of and on
behalf of SLC Receivables. Such reconciliation payment shall be made from time
to time but no less frequently than semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF ELIGIBLE LENDER TRUSTEE
Notwithstanding anything contained herein to the contrary, this Master
Terms Purchase Agreement and any Purchase Agreement have been signed by
________________ not in its individual capacity but solely in its capacity as
Eligible Lender Trustee for SLC Receivables and in no event shall
________________ in its individual capacity have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Eligible Lender Trustee or SLC Receivables, under this Master Terms Purchase
Agreement 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 SLC Receivables.
SECTION 13. EXPENSES
Except as otherwise provided herein, each party to this Master Terms
Purchase Agreement or any Purchase Agreement shall pay its own expense incurred
in connection with the preparation, execution and delivery of this Master Terms
Purchase Agreement 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 any Purchase Agreements executed pursuant to this Master Terms
Purchase Agreement 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 SLC shall bind and inure to the benefit of any successors or
assigns of SLC Receivables and the Eligible Lender Trustee on behalf of SLC
Receivables and shall survive with respect to each Purchased Loan. Each Purchase
Agreement supersedes all previous agreements and understandings between SLC
Receivables and SLC with respect to the subject matter thereof. This Master
Terms Purchase Agreement and any Purchase Agreement may be changed, modified or
discharged, and any rights or obligations hereunder may be waived, only by a
written instrument signed by a duly authorized officer of the party against whom
enforcement of any such waiver, change, modification or discharge is sought. The
waiver by SLC Receivables of any covenant, agreement, representation or warranty
required to be made or furnished by SLC or the waiver by SLC Receivables 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 SLC Receivables to insist upon the performance by SLC in
strict accordance with said terms.
17
SECTION 15. COMMUNICATION AND NOTICE REQUIREMENTS
All communications, notices and approvals provided for hereunder shall be
in writing and mailed or delivered to SLC or SLC Receivables, as the case may
be, addressed as set forth in the Purchase Agreement or at such other address as
either party may hereafter designate by notice to the other party. Notice given
in any such communication, mailed to SLC or SLC Receivables 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 this Master
Terms Purchase Agreement and any Purchase Agreement, and all proceedings to be
taken in connection with this Master Terms Purchase Agreement and any Purchase
Agreement and the transactions contemplated herein and therein, shall be in a
form as set forth in the attachments hereto, and SLC Receivables 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
This Master Terms Purchase Agreement, any Purchase Agreement, any Bill of
Sale and any document or instrument delivered in accordance herewith or
therewith may be amended by the parties thereto without the consent of the
related Noteholders for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions in the related document or of
modifying in any manner the rights of such Noteholders; provided that such
action will not, in the opinion of counsel satisfactory to the related Indenture
Trustee, materially and adversely affect the interest of any such Noteholder.
This Master Terms Purchase Agreement, any Purchase Agreement and any
document or instrument delivered in accordance herewith or therewith may also be
amended from time to time by SLC, the Eligible Lender Trustee and SLC
Receivables, with the consent of the Noteholders of Notes evidencing a majority
of the Outstanding Amount of the Notes, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions in the related
document or of modifying in any manner the rights of the Noteholders; provided,
however, that no such amendment shall (a) increase or reduce in any manner the
amount of, or accelerate or delay the time of, collections of payments with
respect to Purchased Loans or distributions that shall be required to be made
for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the
Outstanding Amount of the Notes, the Noteholders of which are required to
consent to any such amendment, without the consent of all outstanding
Noteholders.
Promptly after the execution of any such amendment or consent (or, in the
case of the Rating Agencies, five Business Days prior thereto), the 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.
18
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 this Master Terms Purchase
Agreement, the 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 this Master Terms Purchase Agreement and the Opinion
of Counsel referred to in Section 7.1(i)(i) of the Administration Agreement. The
Eligible Lender Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Eligible Lender Trustee's own rights, duties or
immunities under this Master Terms Purchase Agreement or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of this Master Terms Purchase
Agreement, SLC and the Eligible Lender Trustee shall not acquiesce, petition or
otherwise invoke or cause SLC Receivables to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
SLC Receivables under any Federal or state bankruptcy, insolvency or similar law
or appointing a receiver, liquidator, assignees, trustee, custodian,
sequestrator or other similar official of SLC Receivables or any substantial
part of its property, or ordering the winding up or liquidation of the affairs
of SLC Receivables.
SECTION 19. GOVERNING LAW
This Master Terms Purchase Agreement 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.
[SIGNATURE PAGE FOLLOWS]
19
IN WITNESS WHEREOF, the parties hereto have caused this Master Terms
Purchase Agreement to be duly executed by their respective officers hereunto
duly authorized, as of the day and year first above written.
THE STUDENT LOAN CORPORATION
(Seller)
----------------------------------------
By:
Name:
Title:
SLC STUDENT LOAN RECEIVABLES I, INC.
(Purchaser)
----------------------------------------
By:
Name:
Title:
-------------------------------------------,
not in its individual capacity but
solely as Eligible Lender Trustee
----------------------------------------
By:
Name:
Title:
20
Attachment A
PURCHASE AGREEMENT
Dated as of __________, 200_
PURCHASE AGREEMENT NUMBER __
Pursuant to the Master Terms Purchase Agreement (as defined below),
The Student Loan Corporation ("SLC") hereby offers for sale to
_______________________ as Eligible Lender Trustee (the "Eligible Lender
Trustee") for the benefit of SLC Student Loan Receivables I, Inc. ("SLC
Receivables") under the Eligible Lender Trust Agreement, dated as of _____,
200_, between SLC Receivables and the Eligible Lender Trustee, the entire right,
title and interest of SLC in the Loans described in the related Bill of Sale and
related Loan Transmittal Summary Form incorporated herein and, to the extent
indicated below, the Eligible Lender Trustee for the benefit of SLC Receivables
accepts SLC'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 _____, 200_.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, SLC hereby sells to the Eligible
Lender Trustee for the benefit of SLC Receivables the entire right, title and
interest of SLC in the Loans accepted for purchase, subject to all the terms and
conditions of the Master Terms Purchase Agreement, dated as of _____, 200_ (the
"Master Terms Purchase Agreement"), and any amendments thereto, incorporated
herein by reference, among SLC, SLC Receivables, and the Eligible Lender
Trustee. The Initial Payment for the Loans shall equal $____________ (equal to
$____________ (representing the sale price of the Notes less underwriters'
discounts and fees), less $_______ (representing the Reserve Account Initial
Deposit), less $______ (representing the Interest Rate Cap Agreement Upfront
Payment), and less $_______ (representing the Collection Account Initial
Deposit).
This document shall constitute a Purchase Agreement as referred to in the
Master Terms Purchase Agreement and, except as modified herein, each term used
herein shall have the same meaning as in the Master Terms Purchase Agreement.
All references in the Master Terms Purchase Agreement to Loans, Eligible Loans
or Purchased Loans, as applicable, shall be deemed to refer to the Loans
governed by this Purchase Agreement. SLC hereby makes all the representations
and warranties set forth in the Master Terms Purchase Agreement regarding the
Loans governed by this Purchase Agreement.
SLC authorizes the Eligible Lender Trustee for the benefit of SLC
Receivables to use a copy of the related Bill of Sale, including the Loan
Transmittal Summary Form attached to the Bill of Sale (in lieu of OE Form 1074),
as official notification to the applicable Guarantor of assignment to the
Eligible Lender Trustee on behalf of SLC Receivables of the Loans purchased
pursuant hereto on the Closing Date.
The parties hereto intend that the transfer of Purchased Loans described
in the related Bill of Sale and related Loan Transmittal Summary Form be, and be
construed as, a valid sale of such
1
Purchased Loans from SLC to the Eligible Lender Trustee for the benefit of SLC
Receivables. However, in the event that notwithstanding the intention of the
parties, such transfer is deemed to be a transfer for security, then SLC hereby
grants to the Eligible Lender Trustee for the benefit of SLC Receivables a first
priority security interest in and to all Purchased Loans described in the
related Bill of Sale and related Loan Transmittal Summary Form to secure a loan
in an amount equal to the Purchase Price of such Purchased Loans.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement
Number __ to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
THE STUDENT LOAN CORPORATION
(Seller)
By:
-----------------------------------
Name:
Title:
SLC STUDENT LOAN RECEIVABLES I,
INC. (Purchaser)
By:
-----------------------------------
Name:
Title:
_______________________, not in its
individual capacity but solely as
Eligible Lender Trustee
By:
-----------------------------------
Name:
Title:
3
Attachment B
PURCHASE AGREEMENT NUMBER __
BLANKET ENDORSEMENT DATED _____, 200_
The Student Loan Corporation ("SLC"), by execution of this instrument,
hereby endorses the attached promissory note which is one (1) of the promissory
notes (the "Notes") described in the Bill of Sale dated the date hereof executed
by SLC in favor of _________________, as the Eligible Lender Trustee (the
"Eligible Lender Trustee") for the benefit of SLC Student Loan Receivables I,
Inc. ("SLC Receivables"). This endorsement is in blank, unrestricted form and
without recourse except as provided in Section 6 of the Master Terms Purchase
Agreement, dated as of _____, 200_, referred to in the Purchase Agreement among
SLC, SLC Receivables and the 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, SLC agrees to individually endorse each
Note in the form provided by SLC Receivables as SLC Receivables 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 PURCHASE AGREEMENT. BY EXECUTION HEREOF, SLC ACKNOWLEDGES THAT SLC HAS READ,
UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE
PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON SLC
RECEIVABLES'S PAYMENT TO SLC OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER
TERMS PURCHASE AGREEMENT) AND, UNLESS OTHERWISE AGREED BY SLC AND SLC
RECEIVABLES, SHALL BE EFFECTIVE AS OF THE DATE OF THE RELATED BILL OF SALE.
[SIGNATURE PAGE FOLLOWS]
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
- ------------------------------------ -----------------------------------
The Student Loan Corporation __________________, not in its
750 Washington Blvd. individual capacity but solely
Stamford, Connecticut 06901 as Eligible Lender Trustee for
the benefit of SLC Student Loan
Receivables I, Inc.
Lender Code: ____________________
By: ____________________________ By: _______________________________
(Signature of Authorized (Signature of Authorized
Officer) Signatory for Purchaser)
Name: ____________________________ Name: _____________________________
Title: __________________________ Title: ____________________________
Date of Purchase:__________________
- -------------------------------------- ----------------------------------
2
Attachment C
BILL OF SALE DATED _____, 200_
The undersigned ("SLC"), for value received and pursuant to the terms and
conditions of Purchase Agreement Number __, dated as of ____, 200_ (the
"Purchase Agreement"), among SLC, SLC Student Loan Receivables ("SLC
Receivables") and ______________________, as Eligible Lender Trustee for the
benefit of SLC Receivables under the Eligible Lender Trust Agreement, dated as
of _____, 200_, between SLC Receivables and the Eligible Lender Trustee, does
hereby sell, assign and convey to the Eligible Lender Trustee for the benefit of
SLC Receivables and its assignees all right, title and interest of SLC,
including the insurance interest of SLC under the Federal Family Education Loan
Program (20 U.S.C. 1071 et seq.), that the Eligible Lender Trustee for the
benefit of SLC Receivables has accepted for purchase. The portfolio of Loans
accepted for purchase by the Eligible Lender Trustee for the benefit of SLC
Receivables and the effective date of sale and purchase are described below and
the individual accounts are listed on the Schedule A attached hereto.
SLC hereby makes the representations and warranties set forth in Section 5
of the Master Terms Purchase Agreement incorporated by reference in the Purchase
Agreement. SLC authorizes the Eligible Lender Trustee on behalf of SLC
Receivables to use a copy of this document (in lieu of OE Form 1074) as official
notification to the Guarantor(s) of assignment to the Eligible Lender Trustee
for the benefit of SLC Receivables of the related Loans on the Closing Date.
LISTING OF LOANS ON FOLLOWING PAGE
1
CERTAIN OTHER LOAN CRITERIA
o Not in claims status, not previously rejected
o Not in litigation
o Last disbursement was on or before the Statistical Cutoff Date
o Loan is not swap-pending
*Based upon SLC's estimated calculations, which may be adjusted upward or
downward based upon SLC Receivables's reconciliation.
** Includes interest to be capitalized.
2
Guarantor(s): [PRECISE LIST TO BE PROVIDED]
[ ]
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be duly
executed by their respective officers hereunto duly authorized, as of the day
and year first above written.
- ------------------------------------ -----------------------------------
SELLER PURCHASER
- ------------------------------------ -----------------------------------
The Student Loan Corporation __________________, not in its
750 Washington Blvd. individual capacity but solely
Stamford, Connecticut 06901 as Eligible Lender Trustee for
the benefit of SLC Student Loan
Receivables I, Inc.
Lender Code: ____________________
By: ____________________________ By: _______________________________
(Signature of Authorized (Signature of Authorized
Officer) Signatory for Purchaser)
Name: ____________________________ Name: _____________________________
Title: __________________________ Title: ____________________________
Date of Purchase:__________________
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