EXHIBIT 99.2
FORM OF
MASTER TERMS SALE AGREEMENT
This Master Terms Sale Agreement, dated as of ____, 200__ ("Master Terms
Sale Agreement"), among SLC Student Loan Receivables I, Inc. (in such capacity,
the "Seller"), SLC Student Loan Trust 200_-_, (in such capacity, the
"Purchaser"), and _______________________, not in its individual capacity but
solely as Eligible Lender Trustee (the "Eligible Lender Trustee") for the
benefit of the Seller under the Eligible Lender Trust Agreement, dated as of
____, 200_, between the Seller and the Eligible Lender Trustee, shall be
effective upon execution by the parties hereto. References to the Seller and the
Purchaser herein mean the Eligible Lender Trustee for all purposes involving the
holding or transferring of legal title to the Trust Student Loans.
WHEREAS, the Seller is the owner of certain student loans guaranteed under
the Higher Education Act;
WHEREAS, legal title to such loans is vested in the Eligible Lender
Trustee, as trustee for the benefit of the Seller as the sole beneficiary;
WHEREAS, the Seller may desire to sell its interest in such loans from
time to time and the Purchaser may desire to purchase such loans from the
Seller; and
WHEREAS, the Eligible Lender Trustee is willing to hold legal title to,
and serve as eligible lender trustee with respect to, such loans for the benefit
of the Purchaser.
NOW, THEREFORE, in connection with the mutual promises contained herein,
the parties hereto agree as follows:
SECTION 1. TERMS
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This Master Terms Sale Agreement establishes the terms under which the
Seller (and with respect to legal title, the Eligible Lender Trustee for the
benefit of the Seller) may sell, and the Purchaser (and with respect to legal
title, the Eligible Lender Trustee on behalf of the Purchaser) may purchase, the
Loans (and all obligations of the Borrowers thereunder) specified on each Sale
Agreement as the parties may execute from time to time pursuant to this Master
Terms Sale Agreement. Each such Sale Agreement shall be substantially in the
form of Attachment A hereto, incorporating by reference the terms of this Master
Terms Sale Agreement, and shall be a separate agreement among the Seller, the
Purchaser, the Eligible Lender Trustee on behalf of the Purchaser, and the
Eligible Lender Trustee for the benefit of the Seller with respect to the Loans
covered by the terms of such Sale Agreement for all purposes. If the terms of a
Sale Agreement conflict with the terms of this Master Terms Sale Agreement, the
terms of such Sale Agreement shall supersede and govern.
SECTION 2. DEFINITIONS
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Capitalized terms used but not otherwise defined herein, including in the
related Sale Agreement and Bill of Sale, shall have the definitions set forth in
Appendix A to the Indenture,
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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 the Seller, the Eligible
Lender Trustee for the benefit of the Seller, and the Eligible Lender
Trustee for the benefit of the Purchaser, which shall (i) set forth the
Purchased Loans offered by the Seller and the Eligible Lender Trustee for
the benefit of the Seller and accepted for purchase by the Eligible Lender
Trustee on behalf of the Purchaser and (ii) sell, assign and convey to the
Eligible Lender Trustee, on behalf of the Purchaser, and its assignees all
right, title and interest of the Seller and of the Eligible Lender
Trustee, for the benefit of the Seller, in the Loans listed on that Bill
of Sale and (iii) certify that the representations and warranties made by
the Seller pursuant to Sections 5(A) and (B) of this Master Terms Sale
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 the Seller and the Purchaser
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 the Seller under
the Sale Agreement dated as of the Closing Date, or substituted by the
Seller under any other Sale Agreement entered into after the Closing Date,
which as of the Statistical Cutoff Date, or, in the case of a Sale
Agreement entered into after the Closing Date, as of the related Purchase
Date, is current or not more past due than permitted under such Sale
Agreement in payment of principal or interest and which meets the
following criteria as of the applicable Purchase Date, in the case of any
Loan substituted pursuant to this Master Terms Sale 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 the Seller 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;
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(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;
(viii) the last disbursement was before the Statistical Cutoff
Date, or, in the case of any Loan substituted pursuant to this
Master Terms Sale 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 the
Purchaser 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 Sale
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,
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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.
(G) "Initial Payment" means the dollar amount specified as the "Initial
Payment" in the applicable Sale 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 Sale Agreement after the Closing Date, pursuant to the
related Sale 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 the Seller by the Purchaser and completed by the
Seller which 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
Sale Agreement after the Closing Date.
(J) "Master Terms Purchase Agreement" means the Master Terms Purchase
Agreement, dated as of _____, 200_, among SLC, as Seller, SLC Student Loan
Receivables I, Inc., 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.
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(L) "Payment Cutoff Date" means _____, 200_ or, in the case of Loans
substituted pursuant to this Master Terms Sale Agreement after the Closing
Date, the related Purchase Date as specified in the related Sale
Agreement.
(M) "PLUS Loan" means a Loan which 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 Date" means with respect to any purchase or substitution,
the date of the related Bill of Sale.
(P) "Purchase Price" means the Initial Payment.
(Q) "Purchased Loans" means, with respect to each Sale Agreement, the
Loans offered for sale and purchased or substituted pursuant to such Sale
Agreement.
(R) "Sale Agreement" means a Sale Agreement (including any attachments
thereto), substantially in the form of Attachment A hereto, of which this
Master Terms Sale Agreement forms a part by reference.
(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
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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
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(A) Consummation of Sale and Purchase
The sale and purchase of Eligible Loans pursuant to the Sale
Agreement to be dated as of the Closing Date shall be consummated upon (i)
the Purchaser's receipt from the Seller and the Eligible Lender Trustee
for the benefit of the Seller of the related Bill of Sale, (ii) the
payment by the Purchaser to the Seller of the Initial Payment and (iii)
the issuance to the Seller of the Trust Certificate. Upon
consummation, such sale and purchase shall be effective as of the date of
the Bill of Sale. The Seller and the Purchaser shall use their best
efforts to perform promptly their respective obligations pursuant to the
Sale Agreement with respect to each Loan.
(B) Settlement of the Initial Payment
On the Closing Date, the Purchaser shall pay the Seller the Initial
Payment by wire transfer in immediately available funds to the account
specified by the Seller.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
The Seller 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 Purchaser and the Eligible
Lender Trustee, for the benefit of the Purchaser, 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 Sale Agreement and each Sale Agreement, the Purchaser agrees to
cause the Servicer to offer each Borrower of a Trust Student Loan all
special programs whether or not in existence as of the date of any Sale
Agreement generally offered to the obligors of comparable loans owned by
The Student Loan Corporation ("SLC") or any of its Affiliates, at all
times subject to the terms and conditions of Section 3.12 of the Servicing
Agreement.
(E) Intent of the Parties
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With respect to each sale of Loans pursuant to this Master Terms
Sale Agreement and the related Sale Agreements, it is the intention of
SLC, the Eligible Lender Trustee and SLC Receivables, and SLC hereby
warrants that, the transfer and assignment constitute a valid sale of such
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.
SECTION 4. CONDITIONS PRECEDENT TO SALE AND PURCHASE OR SUBSTITUTION
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Any purchase or substitution of Loans pursuant to this Master Terms
Sale Agreement is subject to the following conditions precedent being
satisfied (and SLC, 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 a Sale or Substitution
Following the execution of a Sale Agreement, the Seller shall
provide any assistance requested by the Purchaser in determining that all
required documentation on the related Loans is present and correct.
(B) Continued Servicing
The Seller shall service, or cause to be serviced, all Loans as
required under the Higher Education Act until the date of the Bill of
Sale.
(C) Bill of Sale/Loan Transmittal Summary Form
The Seller shall deliver to the Purchaser:
(i) a Bill of Sale that (a) has been duly authorized, executed and
delivered by an authorized officer of the Seller and the Eligible
Lender Trustee for the benefit of the Seller, covering the
applicable Loans offered by the Seller, (b) has been accepted by the
Purchaser as set forth thereon, selling, assigning and conveying to
the Eligible Lender Trustee for the benefit of the Purchaser and its
assignees all right, title and interest of the Seller and the
Eligible Lender Trustee for the benefit of the Seller, including the
insurance interest of the Eligible Lender Trustee for the benefit of
the Seller, in each of the related Loans, and (c) states that the
representations and warranties made by the Seller in Sections 5(A)
and (B) of this Master Terms Sale 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
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The Seller shall provide a blanket endorsement transferring the
entire interest of the Seller and the Eligible Lender Trustee for the
benefit of the Seller in the Loans to the Eligible Lender Trustee for the
benefit of the Purchaser with the form of endorsement provided for in the
related Sale Agreement.
At the direction of and in such form as the Purchaser may designate,
the Seller also agrees to individually endorse any Eligible Loan as the
Purchaser may request from time to time.
(E) Officer's Certificate
The Seller shall furnish to the Purchaser, with each Bill of Sale
provided in connection with each sale or substitution of Loans pursuant to
this Master Terms Sale Agreement, an Officer's Certificate, dated as of
the date of such Bill of Sale.
(F) Loan Transfer Statement
Upon the Purchaser's request, the Seller shall deliver to the
Purchaser one (1) or more Loan Transfer Statements (Department Form OE
1074 or its equivalent) provided by the Purchaser, executed by the
Eligible Lender Trustee for the benefit of the Seller and dated the date
of the related Bill of Sale. The Seller agrees that the Purchaser 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
the Eligible Lender Trustee for the benefit of the Seller to the Eligible
Lender Trustee for the benefit of the Purchaser of the Loans listed on the
related Bill of Sale.
(G) Power of Attorney
The Seller hereby grants to the Eligible Lender Trustee, for the
benefit of and on behalf of the Purchaser, 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
the Seller and the Eligible Lender Trustee for the benefit of the Seller
any Eligible Loan to evidence the transfer of such Eligible Loan to the
Eligible Lender Trustee on behalf of the Purchaser and to transfer or to
cause to be transferred any Note from SLC or the Servicer to the Eligible
Lender Trustee or the Indenture Trustee or any other custodian on behalf
of either of them.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF SELLER AND ELIGIBLE LENDER
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TRUSTEE
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(A) General
The Seller and the Eligible Lender Trustee represent and warrant to the
Purchaser that with respect to a portfolio of Loans as of the date of each Sale
Agreement and Bill of Sale:
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(i) The Eligible Lender Trustee is an eligible lender or other
qualified holder of loans originated pursuant to the Federal Family
Education Loan Program established under the Higher Education Act;
(ii) The Eligible Lender Trustee is duly [incorporated]
[organized] and existing under the laws of its governing
jurisdiction;
(iii) The Seller is duly incorporated and existing under the laws
of the state of Delaware;
(iv) The Eligible Lender Trustee and the Seller have all
requisite power and authority to enter into and to perform the terms
of this Master Terms Sale Agreement and that Sale Agreement and Bill
of Sale; and
(v) The Eligible Lender Trustee and the Seller will not, with
respect to any Loan purchased under Sale Agreements executed
pursuant to this Master Terms Sale 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 the Purchaser.
(B) Particular
The Seller and the Eligible Lender Trustee represent and warrant to
the Purchaser as to the Purchased Loans purchased by the Purchaser or
substituted by the Seller under the related Sale Agreement and each Bill
of Sale executed pursuant to this Master Terms Sale Agreement as of the
date of the related Sale Agreement, or as of the date otherwise noted:
(i) The Eligible Lender Trustee for the benefit of the Seller
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 Sale 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 the Eligible Lender Trustee and the Seller;
(iii) The Purchased Loans constitute "Accounts" within the meaning
of the applicable UCC and are within the coverage of Sections
432(m)(1)(E) and 439(d)(3) of the Higher Education Act;
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(iv) As of the Statistical Cutoff Date, or, in the case of any
purchase following the Closing Date, as of the date of the related
Sale Agreement, the Purchased Loans are Eligible Loans and the
description of the Loans set forth in the related Sale Agreement and
the related Loan Transmittal Summary Form is true and correct;
(v) The Eligible Lender Trustee and the Seller are authorized to
sell, assign, transfer, substitute and repurchase the Purchased
Loans; and the sale, assignment and transfer of such Loans is or, in
the case of a Loan repurchase or substitution by the Seller and or
the Eligible Lender Trustee, will be made pursuant to and consistent
with the laws and regulations under which the Seller and the
Eligible Lender Trustee operate, and will not violate any decree,
judgment or order of any court or agency, or conflict with or result
in a breach of any of the terms, conditions or provisions of any
agreement or instrument to which the Eligible Lender Trustee or the
Seller is a party or by which the Eligible Lender Trustee or the
Seller 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;
(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
Sale 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
related Sale Agreement, such guarantee is in full force and effect
and is freely transferable to the Eligible Lender Trustee for the
benefit of the Purchaser 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 the Eligible
Lender Trustee for the benefit of the Seller 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 Loans as of the Statistical Cutoff
Date or, in the case of any substituted Loans, the related Payment
Cutoff Date, as stated on the 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
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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 Sale
Agreement, and no default, breach, violation or event permitting
acceleration under the terms of any Loan has arisen; and neither the
Seller 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 the Seller, the Eligible Lender
Trustee, the Eligible Lender Trustee, and the Purchaser, and the
Seller hereby warrants, that the transfer and assignment herein
contemplated constitute a valid sale of the Loans from the Seller
and the Eligible Lender Trustee to the Eligible Lender Trustee for
the benefit of the Purchaser and that the beneficial interest in and
title to such Loans not be part of the Seller's estate in the event
of the bankruptcy of the Seller or the appointment of a receiver
with respect to the Seller;
(xv) With respect to the first sale of Loans from the Eligible
Lender Trustee, on behalf of the Seller, to the Eligible Lender
Trustee for the benefit of the Purchaser, the Eligible Lender
Trustee and the Seller have caused or will have caused, within ten
days of the Closing Date, the filing of all appropriate financing
statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security
interest in the Loans granted to the 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 the Eligible Lender Trustee and the Seller in favor of
the Eligible Lender Trustee in connection herewith describing the
Loans contain a statement to the following effect: "A purchase of or
security interest in any collateral described in this financing
statement will violate the rights of the Eligible Lender Trustee;"
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(xvii) Other than the security interest granted to the Eligible
Lender Trustee pursuant to this Agreement, the Seller and the
Eligible Lender Trustee have not pledged, assigned, sold, granted a
security interest in, or otherwise conveyed any of the Purchased
Loans. The Seller and the Eligible Lender Trustee have not
authorized the filing of and are not aware of any financing
statements against the Seller or the Eligible Lender Trustee that
include a description of collateral covering the Purchased Loans
other than any financing statement relating to the security interest
granted to the Eligible Lender Trustee hereunder or any other
security interest that has been terminated. The Seller and the
Eligible Lender Trustee are not aware of any judgment or tax lien
filings against the Seller or the Eligible Lender Trustee; 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 Sale Agreement, is noted in the
related Loan File as being currently involved in a bankruptcy
proceeding.
(C) The Eligible Lender Trustee and the Purchaser represent and warrant
to the Seller that as of the date of each Sale 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 Sale Agreement, that Sale Agreement and that 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 Sale Agreement and that Sale Agreement, and this Master
Terms Sale Agreement and that Sale Agreement have been and will be
executed and delivered by one of its officers who is duly authorized
to execute and deliver this Master Terms Sale Agreement and that
Sale Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of this Master
Terms Sale Agreement and that Sale 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 Sale Agreement and that Sale
Agreement and the other Basic Documents, it has a lender
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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 Sale Agreement shall give notice to the
other such parties and to the Servicer, the Administrator and SLC promptly, in
writing, upon the discovery of any breach of the Seller's representations and
warranties made pursuant to Sections 5(A) and (B) hereof which has a material
adverse effect on the interest of the Purchaser 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, the Seller 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 applicable 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, the
Seller shall purchase such Trust Student Loan not later than the sixtieth day
following the end of such 360-day period. The Seller 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, the Seller 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 the Seller
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 the Purchaser to repay such interest to a Guarantor), or the loss
(including any obligation of the Purchaser to repay the Department) of Interest
Subsidy Payments and Special Allowance Payments, with respect to any Trust
Student Loan affected by such breach, then the Seller shall reimburse the
Purchaser 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 the Seller 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, the Seller shall not be required to reimburse the Purchaser 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.
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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 the Seller or the Servicer, exceeds 1% of the Pool Balance, the Seller
or the Servicer 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 the Seller or
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,
the Seller 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 substituted pursuant to this Section 6, the Seller
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 Sale Agreement and
related Bill of Sale regarding such substituted Loans will be executed and
delivered by the applicable parties.
In the event that the Seller elects to substitute Eligible Loans pursuant
to this Section 6, the Seller 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.
The Seller 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.
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The sole remedy of the Purchaser, the Eligible Lender Trustee and the
Noteholders with respect to a breach by the Seller pursuant to Sections 5(A) and
(B) hereof shall be to require the Seller to purchase such Trust Student Loans,
to reimburse the Purchaser 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 the Seller with respect to amounts accrued
after the date of the related Bill of Sale for any Purchased Loan sold to
the Purchaser, which payment is not reflected in the related Loan
Transmittal Summary Form, shall be received by the Seller in trust for the
account of the Purchaser and the Seller hereby disclaims any title to or
interest in any such amounts. Within two (2) Business Days following the
date of receipt, the Seller shall remit to the Purchaser an amount equal
to any such payments along with a listing on a form provided by the
Purchaser 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 the Seller with
respect to any Loan subject to this Master Terms Sale Agreement or the
related Sale Agreement shall be transmitted by the Seller 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 SELLER
-------------------------------
The Seller shall provide all reasonable assistance necessary for the
Purchaser 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 the Seller owned
the related Purchased Loan, or (b) a payment made or alleged to have been made
to the Seller. Further, the Seller agrees to execute any financing statements at
the request of the Purchaser in order to reflect the Purchaser's interest in the
Loans.
SECTION 9. LIABILITY OF THE SELLER; INDEMNITIES
------------------------------------
The Seller shall be liable in accordance herewith only to the extent of
the obligations specifically undertaken by the Seller under this Master Terms
Sale Agreement and each related Sale Agreement.
(i) The Seller shall indemnify, defend and hold harmless the
Purchaser 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
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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 the
Purchaser, 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 for the benefit of the Purchaser, or asserted with
respect to ownership of the Trust Student Loans) and costs and
expenses in defending against the same.
(ii) The Seller shall indemnify, defend and hold harmless the
Purchaser and the Eligible Lender Trustee in its individual capacity
and their officers, directors, employees and agents of the Purchaser
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, the Seller's willful misfeasance,
bad faith or gross negligence in the performance of its duties under
this Master Terms Sale Agreement or by reason of reckless disregard
of its obligations and duties under this Master Terms Sale
Agreement.
(iii) The Seller 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 the Sale 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 in its individual capacity 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 in its
individual capacity set forth in this Master Terms Sale Agreement or
any Sale Agreement. In the event of any claim, action or proceeding
for which indemnity will be sought pursuant to this paragraph, the
Eligible Lender Trustee's choice of legal counsel shall be subject
to the approval of the Seller, 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
Sale Agreement and shall include reasonable fees and expenses of counsel and
expenses of litigation. If the Seller shall have made any indemnity payments
pursuant to this Section and the Person to or for the benefit of whom such
payments are made thereafter shall collect any of such amounts from others, such
Person shall promptly repay such amounts to the Seller, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF
--------------------------------------------
THE OBLIGATIONS OF THE SELLER
-----------------------------
Any Person (a) into which the Seller may be merged or consolidated, (b)
which may result from any merger or consolidation to which the Seller shall be a
party or (c) which may
-16-
succeed to the properties and assets of the Seller substantially as a whole,
shall be the successor to the Seller without the execution or filing of any
document or any further act by any of the parties to this Master Terms Sale
Agreement; provided, however, that the Seller 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 the Seller, executes an
agreement of assumption to perform every obligation of the Seller under this
Master Terms Sale Agreement, each Sale Agreement and each Bill of Sale; (ii)
immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 5 herein shall have been breached; (iii) the
surviving Person, if other than the Seller, 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 Sale Agreement relating to such transaction have been
complied with, and that the Rating Agency Condition shall have been satisfied
with respect to such transaction; (iv) if the Seller is not the surviving
entity, such transaction will not result in a material adverse Federal or state
tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not
the surviving entity, the Seller 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 the Purchaser 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 SELLER AND OTHERS
--------------------------------------------
The Seller 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 the
Seller's obligations under Section 5 herein). The Seller 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 Sale Agreement or any Sale
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 the Seller will constitute the sole remedy available to the
Purchaser for uncured breaches; provided, however, that the 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
listed on the related Bill of Sale is less than the aggregate Principal Balance
stated on the related Bill of Sale, the Seller shall remit such amount to the
Eligible Lender Trustee for the benefit of the Purchaser. 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 AND
OWNER TRUSTEE
(a) Notwithstanding anything contained herein to the contrary, this Master
Terms Sale Agreement and any Sale Agreement have been signed by
_____________________, not in its individual capacity but solely in its capacity
as Eligible Lender Trustee for the Purchaser and the
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Eligible Lender Trustee for the Seller, as the case may be, 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, the Purchaser or of the Seller, respectively, under
this Master Terms Sale Agreement or any Sale Agreement 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 the Purchaser or the Seller,
as the case may be.
(b) Notwithstanding anything contained herein to the contrary, this Master
Terms Sale Agreement and any Sale Agreement have been signed by
_____________________, not in its individual capacity but solely in its capacity
as Owner Trustee for the Purchaser, and in no event shall _____________________
in its individual capacity, have any liability for the representations,
warranties, covenants, agreements or other obligations of the Owner Trustee, the
Purchaser or of the Seller, respectively, under this Master Terms Sale Agreement
or any Sale Agreement 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 the Purchaser or the Seller, as the case may be.
SECTION 13. EXPENSES
--------
Except as otherwise provided herein, each party to this Master Terms Sale
Agreement or any Sale Agreement shall pay its own expense incurred in connection
with the preparation, execution and delivery of this Master Terms Sale Agreement
or any Sale 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 Sale Agreements executed pursuant to this Master Terms
Sale Agreement shall survive the consummation of the acquisition of the
Purchased Loans provided for in the related Sale Agreement. All covenants,
agreements, representations and warranties made or furnished pursuant hereto by
or for the benefit of the Seller shall bind and inure to the benefit of any
successors or assigns of the Purchaser and the Eligible Lender Trustee on behalf
of the Purchaser and shall survive with respect to each Purchased Loan. Each
Sale Agreement supersedes all previous agreements and understandings between the
Purchaser and the Seller with respect to the subject matter thereof. A Sale
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 the Purchaser of any
covenant, agreement, representation or warranty required to be made or furnished
by the Seller or the waiver by the Purchaser of any provision herein contained
or contained in any Sale Agreement shall not be deemed to be a waiver of any
breach of any other covenant, agreement, representation, warranty or provision
herein contained or contained in any Sale Agreement, 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 Sale Agreement, be construed to lessen the right of
the Purchaser to insist upon the performance by the Seller 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 the Seller or the Purchaser, as the case
may be, addressed as set forth in the Sale 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 the Seller or the Purchaser by
appropriately addressed registered mail, shall be deemed to have been given on
the day following the date of such mailing.
-18-
SECTION 16. FORM OF INSTRUMENTS
-------------------
All instruments and documents delivered in connection with this Master
Terms Sale Agreement and any Sale Agreement, and all proceedings to be taken in
connection with this Master Terms Sale Agreement and any Sale Agreement and the
transactions contemplated herein and therein, shall be in a form as set forth in
the attachments hereto, and the Purchaser 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 Sale Agreement, any Sale 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 and
Eligible Lender Trustee, materially and adversely affect the interest of any
such Noteholder.
In addition, this Master Terms Sale Agreement, any Sale Agreement and any
document or instrument delivered in accordance herewith or therewith may also be
amended from time to time by the Seller, the Eligible Lender Trustee and the
Purchaser, 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 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.
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 Sale
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 Sale 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
-19-
affects the Eligible Lender Trustee's own rights, duties or immunities
under this Master Terms Sale Agreement or otherwise.
SECTION 18. NONPETITION COVENANTS
---------------------
Notwithstanding any prior termination of this Master Terms Sale Agreement,
the Seller and the Eligible Lender Trustee shall not acquiesce, petition or
otherwise invoke or cause the Purchaser to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Purchaser under any Federal or state bankruptcy, insolvency or similar law
or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Purchaser or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the
Purchaser.
Notwithstanding any prior termination of this Master Terms Sale Agreement,
the Eligible Lender Trustee and the Purchaser shall not acquiesce, petition or
otherwise invoke or cause the Seller to invoke the process of commencing or
sustaining a case against the Seller under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Seller or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Seller.
SECTION 19. ASSIGNMENT
----------
As of the date hereof, the Seller and the Eligible Lender Trustee each
hereby assigns to the Purchaser its entire right, title and interest as
purchaser and as the Eligible Lender Trustee under (i) the Master Terms Purchase
Agreement and (ii) any Purchase Agreement thereunder and acknowledges that the
Purchaser and the Eligible Lender Trustee on behalf of the Purchaser will assign
the same, together with the right, title and interest of the Purchaser and the
Eligible Lender Trustee hereunder, to the Indenture Trustee under the Indenture.
SECTION 20. GOVERNING LAW
-------------
This Master Terms Sale Agreement and any Sale Agreements 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]
-20-
IN WITNESS WHEREOF, the parties hereto have caused this Master Terms Sale
Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
SLC STUDENT LOAN RECEIVABLES I, INC. SLC STUDENT LOAN TRUST 200_-_
- ------------------------------------ -----------------------------
(Seller) (Purchaser)
by _________________________________,
not in its individual capacity but
solely as Owner Trustee
By: By:
Name: Name:
Title: Title:
- -----------------------------------,
not in its individual capacity but
solely as Eligible Lender Trustee
By:
Name:
Title:
-21-
Attachment A
SALE AGREEMENT
Dated as of ____, 200__
SALE AGREEMENT NUMBER __
Pursuant to the Master Terms Sale Agreement (as defined below), each of
_____________________ as Eligible Lender Trustee (the "Eligible Lender Trustee")
for the benefit of SLC Student Loan Receivables I, Inc. (the "Seller") and the
Seller hereby offer for sale to the Eligible Lender Trustee on behalf of SLC
Student Loan Trust 200_-_ (the "Purchaser") the entire right, title and interest
of the Seller and the Eligible Lender Trustee in the Loans described in the Bill
of Sale and Loan Transmittal Summary Form incorporated herein and, to the extent
indicated below, the Eligible Lender Trustee on behalf of the Purchaser accepts
the Seller's and the Eligible Lender Trustee'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, each of the Seller and the
Eligible Lender Trustee for the benefit of the Seller hereby sells to the
Eligible Lender Trustee for the benefit of the Purchaser the entire right, title
and interest of the Seller and the Eligible Lender Trustee in the Loans accepted
for purchase, subject to all the terms and conditions of the Master Terms Sale
Agreement, dated as of _____, 200_ (the "Master Terms Sale Agreement"), and
amendments, each incorporated herein by reference, among the Seller, the
Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Loans
shall equal $____________, equal to $__________ (representing the sale price of
the Notes less underwriters' commissions 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 Sale Agreement as referred to in the
Master Terms Sale Agreement and, except as modified herein, each term used
herein shall have the same meaning as in the Master Terms Sale Agreement. All
references in the Master Terms Sale Agreement to Loans, Eligible Loans or
Purchased Loans, as applicable, shall be deemed to refer to the Loans governed
by this Sale Agreement. The Seller hereby makes the representations and
warranties set forth in Sections 5(A) and (B) of the Master Terms Sale Agreement
and makes such representations and warranties with respect to the Loans governed
by this Sale Agreement.
Each of the Seller and the Eligible Lender Trustee for the benefit of the
Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser
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 for the benefit of the Purchaser 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 Purchased Loans. However, in the event that
notwithstanding the intentions of the parties, such transfer is deemed to be a
transfer for security, then each of the Eligible Lender Trustee and the Seller
hereby grants to the Eligible Lender Trustee on behalf of the Purchaser 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 Sale Agreement to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SLC STUDENT LOAN RECEIVABLES I, INC. SLC STUDENT LOAN TRUST 200_-_
- ------------------------------------ -----------------------------
(Seller) (Purchaser)
by _________________________________,
not in its individual capacity but
solely as Owner Trustee
By: ___________________________ By: ____________________________
Name: _________________________ Name: __________________________
Title: _________________________ Title: _________________________
____________________________________,
not in its individual capacity but
solely as Eligible Lender Trustee
By: __________________________
Name: ________________________
Title: ________________________
-3-
Attachment B
SALE AGREEMENT NUMBER __
BLANKET ENDORSEMENT DATED ___________, 200__
--------------------------------------------
_________________ as Eligible Lender Trustee (the "Eligible Lender
Trustee") for the benefit of SLC Student Loan Receivables I, Inc. (the
"Seller"), 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 the Seller and the
Eligible Lender Trustee for the benefit of the Seller in favor of the Eligible
Lender Trustee on behalf of SLC Student Loan Trust 200_-_ (the "Purchaser").
This endorsement is in blank, unrestricted form and without recourse except as
provided in Section 6 of the Master Terms Sale Agreement referred to in the Sale
Agreement, dated as of _____, 200_, among the Seller, the Purchaser and the
Eligible Lender Trustee which covers this promissory note.
This endorsement may be effected by attaching either this instrument or a
facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, the Eligible Lender Trustee for the benefit
of the Seller agrees to individually endorse each Note in the form provided by
the Purchaser as the Purchaser 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 MASTER TERMS SALE AGREEMENT. BY EXECUTION HEREOF, THE SELLER ACKNOWLEDGES
THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS,
CONDITIONS AND COVENANTS OF THE SALE AGREEMENT ("SALE AGREEMENT"). THE SALE AND
PURCHASE SHALL BE CONSUMMATED UPON THE PURCHASER'S PAYMENT TO THE SELLER OF THE
INITIAL PAYMENT AS DEFINED IN THE MASTER TERMS SALE AGREEMENT AND, UNLESS
OTHERWISE AGREED BY THE SELLER AND THE PURCHASER, SHALL BE EFFECTIVE AS OF THE
DATE OF THE RELATED BILL OF SALE.
[SIGNATURE PAGE FOLLOWS]
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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
- ------------------------------------ ----------------------------------
______________________________, ______________________________,
not in its individual capacity but not in its individual capacity
solely as Eligible Lender Trustee but solely as Owner Trustee on
for the Benefit of SLC Student behalf of SLC Student Loan Trust
Loan Receivables I, Inc. 200_-_
Lender Code: ___________________
By: _____________________________
By: _________________________________ (Signature of Authorized
(Signature of Authorized Officer) Signatory for the Purchaser)
Name: __________________________
Name: _________________________
Title: _________________________
Title: _________________________
Date of Purchase: _______________
-2-
Attachment C
BILL OF SALE DATED ____, 200__
The undersigned SLC Student Loan Receivables I, Inc. (the "Seller") and
_______________ as Eligible Lender Trustee (the "Eligible Lender Trustee") for
the benefit of the Seller under the Eligible Lender Trust Agreement, dated as of
___, 200_, between the Seller and the Eligible Lender Trustee, for value
received and pursuant to the terms and conditions of Sale Agreement Number __,
dated as of ____, 200_ ("Sale Agreement"), among the Seller, SLC Student Loan
Trust 200_-_ (the "Purchaser") and the Eligible Lender Trustee, do hereby sell,
assign and convey to the Eligible Lender Trustee on behalf of the Purchaser and
its assignees all right, title and interest of the Seller and the Eligible
Lender Trustee, including the insurance interest of the Seller and the Eligible
Lender Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071
et seq.), that the Eligible Lender Trustee on behalf of the Purchaser has
accepted for purchase. The portfolio of Loans accepted for purchase by the
Eligible Lender Trustee on behalf of the Purchaser and the effective date of
sale and purchase are described below and the individual accounts are listed on
the Schedule A attached hereto.
The Seller hereby makes the representations and warranties set forth in
Section 5 of the Master Terms Sale Agreement incorporated by reference in the
Sale Agreement. The Seller and the Eligible Lender Trustee authorize the
Eligible Lender Trustee on behalf of the Purchaser 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 on behalf of the Purchaser 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 the Seller's estimated calculations, which may be adjusted upward or
downward based upon the Purchaser's reconciliation.
**Includes interest to be capitalized.
-2-
Guarantor(s): [PRECISE LIST TO BE PROVIDED]
[______________]
[SIGNATURE PAGE FOLLOWS]
-3-
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
- ------------------------------------ ----------------------------------
___________________________, ______________________________,
not in its individual capacity not in its individual capacity
but solely as Eligible Lender Trustee but solely as Owner Trustee
for the benefit of SLC Student on behalf of SLC Student Loan
Loan Receivables I, Inc. Trust 200_-_
Lender Code: ___________________
By: _____________________________
By: _________________________________ (Signature of Authorized
(Signature of Authorized Officer) Signatory for the Purchaser)
Name: _________________________
Title: __________________________ Name: __________________________
Title: __________________________
Date of Purchase: _______________