EXHIBIT 99.1
EXECUTED VERSION
MASTER TERMS PURCHASE AGREEMENT
This Master Terms Purchase Agreement, dated as of June 15, 2005
("Master Terms Purchase Agreement"), among The Student Loan Corporation ("SLC"),
SLC Student Loan Receivables I, Inc. ("SLC Receivables") and Citibank, N.A., 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 June 15, 2005, between SLC Receivables and the
Eligible Lender Trustee, and as Eligible Lender Trustee for the benefit of SLC
under the Trust Agreement, dated as of August 30, 2003, between SLC 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 beneficial owner of certain student loans
guaranteed under the Higher Education Act, legal title to which student loans is
held by the Eligible Lender Trustee on behalf of SLC;
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 (and with respect to legal title, the Eligible Lender
Trustee on behalf of 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 and
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 ▇▇▇▇ of Sale,
shall have the definitions set forth in Appendix A to the Indenture, dated as of
June 15, 2005, among SLC Student Loan Trust 2005-1 (the "Trust"), the Eligible
Lender Trustee on behalf of the Trust, Wachovia Bank, National Association, as
indenture trustee (the "Indenture Trustee") and Citibank, N.A., as
indenture administrator (the "Indenture Administrator"), 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) "▇▇▇▇ of Sale" means each document in the form of Attachment C
hereto, executed by an authorized officer of SLC, the Eligible Lender Trustee on
behalf of SLC, SLC Receivables and the Eligible Lender Trustee on behalf of SLC
Receivables, which shall (i) set forth the Purchased Loans offered by SLC and
the Eligible Lender Trustee on behalf of SLC and accepted for purchase by SLC
Receivables (legal title to which shall be held by the Eligible Lender Trustee
on behalf of SLC Receivables), (ii) sell, assign and convey to SLC Receivables
and its assignees, all rights, title (and with respect to legal title, to the
Eligible Lender Trustee on behalf of SLC Receivables) and interest of SLC and of
the Eligible Lender Trustee on behalf of SLC, in the Loans listed on that ▇▇▇▇
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 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 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 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, and such Guarantor is, in turn, reinsured by the Department of
Education in accordance with the Higher Education Act;
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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 three-month financial commercial paper rate;
(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) contains terms in accordance with those required by FFELP,
the Guarantee Agreement and other applicable requirements;
(ix) is more than 180 days past the final disbursement;
(x) does not have a borrower who is noted in the related records of
the Servicer as being currently involved in a bankruptcy proceeding; and
(xi) 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 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,
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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 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
▇▇▇▇ of Sale provided to SLC by SLC Receivables and completed by SLC that list,
by Borrower, (i) the Loans subject to the related ▇▇▇▇ of Sale and (ii) the
outstanding Principal Balance and accrued interest thereof as of the 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 June 15, 2005, among SLC Receivables, as Seller, SLC
Student Loan Trust 2005-1, as Purchaser, and Citibank, N.A., as Eligible Lender
Trustee on behalf of SLC and SLC Receivables.
(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 the Closing Date 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).
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(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.
(P) "Purchase Date" means with respect to any purchase or
substitution, the date of the related ▇▇▇▇ 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) "▇▇▇▇▇▇▇▇ Loan" means a Subsidized ▇▇▇▇▇▇▇▇ Loan or an
Unsubsidized ▇▇▇▇▇▇▇▇ Loan.
(V) "Subsidized ▇▇▇▇▇▇▇▇ Loan" means a Loan for which the interest
rate is governed by Section 427A(a) or 427A(d) of the Higher Education Act.
(W) "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.
(X) "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.
(Y) "Unsubsidized ▇▇▇▇▇▇▇▇ Loan" means a Loan made pursuant to
Section 428H of the Higher Education Act.
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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 ▇▇▇▇ of Sale, (ii) the payment by SLC Receivables to SLC of the Initial
Payment and (iii) the assignment to SLC of the Trust Certificate. Upon
consummation, such sale and purchase shall be effective as of the date of the
▇▇▇▇ 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. SLC Receivables and 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. SLC is selling Loans to
SLC Receivables without regard to the effect of any special programs. If any
such special programs not required by the Higher Education Act are in effect for
the Trust Student Loans on any Distribution Date on or after the February 2008
Distribution Date when the Outstanding Amount exceeds the Adjusted Pool Balance,
SLC shall either contribute funds to the Collection Account in an amount equal
to the interest that otherwise would have been paid on such Trust Student Loans
in the absence of such special programs or terminate such special programs.
(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 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 (and with respect to legal title,
the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC
Receivables (and with respect to legal title, 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. If
such transfer and assignment is deemed to be a pledge and not a sale, then the
parties
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also intend and agree that SLC shall be deemed to have granted, and in such
event does hereby grant, to SLC Receivables (and with respect to legal title,
the Eligible Lender Trustee for the benefit of and on behalf of SLC
Receivables), a first priority security interest in all of its right, title and
interest in, to and under such Loans, all payments of principal or interest on
such Loans due after the Cutoff Date, all other payments made in respect of such
Loans after the Cutoff Date and all proceeds thereof and that this Agreement
shall constitute a security agreement under applicable law. If such transfer and
assignment is deemed to be a pledge and not a sale, SLC and the Eligible Lender
Trustee on behalf of SLC consent to SLC Receivables and the Eligible Lender
Trustee on behalf of SLC Receivables, hypothecating and transferring such
security interest in favor of the Indenture Trustee and transferring the
obligation secured thereby to the Indenture Trustee.
s 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 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 ▇▇▇▇ of Sale.
(C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form.
SLC shall deliver to SLC Receivables:
(i) a ▇▇▇▇ 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 SLC Receivables and its
assignees all right, title (and with respect to legal title, to the
Eligible Lender Trustee on behalf of SLC Receivables) 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 ▇▇▇▇ of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the ▇▇▇▇ of
Sale, identifying each of the Eligible Loans which is the subject of the
▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such
Loan.
(D) Endorsement. SLC and the Eligible Lender Trustee on behalf of
SLC shall provide a blanket endorsement transferring the entire interest of SLC
(and with respect to legal title, the Eligible Lender Trustee on behalf of SLC)
in the Loans to SLC Receivables (and with respect to legal title, to the
Eligible Lender Trustee on behalf of SLC Receivables) with the form of
endorsement provided for in the related Purchase Agreement.
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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 ▇▇▇▇ 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 ▇▇▇▇ of Sale.
(F) Loan Transfer Statement. 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 ▇▇▇▇ of Sale. SLC
and the Eligible Lender Trustee on behalf of SLC agree that SLC Receivables and
the Eligible Lender Trustee on behalf of SLC Receivables may use the related
▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇
of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of
the assignment by SLC and the Eligible Lender Trustee on behalf of SLC to SLC
Receivables and the Eligible Lender Trustee on behalf of SLC Receivables of the
Loans listed on the related ▇▇▇▇ of Sale.
(G) Power of Attorney. SLC and the Eligible Lender Trustee on behalf
of SLC hereby grant to SLC Receivables and the Eligible Lender Trustee on behalf
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 any custodian on its behalf.
Section 5. Representations and Warranties of SLC and the Eligible
Lender Trustee.
(A) General. SLC and the Eligible Lender Trustee represent and
warrant to SLC Receivables that with respect to a portfolio of Loans, as of the
date of each Purchase Agreement and ▇▇▇▇ of Sale:
(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 and existing
under the laws of its governing jurisdiction;
(iii) SLC is duly incorporated and existing under the laws of its
governing jurisdiction;
(iv) The Eligible Lender Trustee and SLC have all requisite power
and authority to enter into and to perform the terms of the Master Terms
Purchase Agreement and that Purchase Agreement and ▇▇▇▇ of Sale; and
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(v) The Eligible Lender Trustee and 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.
(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 ▇▇▇▇ 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 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);
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(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 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 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 ▇▇▇▇ 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
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 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) 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 (and with
respect to legal title of such Loans, the Eligible Lender Trustee for the
benefit of and on behalf of the
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SLC) to SLC Receivables (and with respect to legal title of such Loans,
the Eligible Lender Trustee for the benefit of and on behalf of the SLC
Receivables), SLC has caused or will have caused, within ten days of the
Closing Date, the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable law
in order to perfect the security interest in the Loans granted to SLC
Receivables 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 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 on behalf of
SLC Receivables. All financing statements filed or to be filed against SLC
in favor of SLC Receivables 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 SLC Receivables
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 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 ▇▇▇▇ of Sale:
(i) The Eligible Lender Trustee is duly incorporated 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 ▇▇▇▇ 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 of its officers who is duly authorized to execute and
deliver this Master Terms Purchase Agreement and each Purchase Agreement
on its behalf;
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(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 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 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
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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 Indenture Administrator on behalf of 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 ▇▇▇▇▇▇▇▇ Loan or
Subsidized ▇▇▇▇▇▇▇▇ Loan (pre 1993 vs. post 1993), PLUS Loan or SLS
Loan, unsubsidized or subsidized Consolidation Loan),
3. school type (if available),
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, SLC shall make a reasonable determination that the Eligible Loans to be
substituted will not have a material adverse effect on the Noteholders. In
connection with each substitution a Purchase Agreement and related ▇▇▇▇ of Sale
regarding such substituted Loans will be executed and delivered by the
applicable parties.
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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 Indenture 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. None of the Eligible Lender Trustee, the Indenture
Trustee or the Indenture Administrator shall have a 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.
In addition, the Eligible Lender Trustee shall have no
responsibility for reviewing any Trust Student Loan or any documents in
connection therewith to determine if a Trust Student Loan is an Eligible Loan or
to determine whether any document is valid and binding, any assignments or
endorsements are in proper form or to inspect, review or examine any documents,
instruments, certificates or other papers to determine that they are genuine,
enforceable, or appropriate for the represented purpose.
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 ▇▇▇▇ 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 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.
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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
(including, without limitation, costs and expenses of litigation and of
investigation counsel fees, damages, judgments and amounts paid in
settlement), losses, claims, damages and liabilities arising out of, or
imposed upon such Person through, SLC's willful misfeasance, bad faith or
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.
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.
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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 ▇▇▇▇ 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 SLC Receivables 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 SLC Receivables 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 information with respect to the Purchased Loans
listed on the related ▇▇▇▇ of Sale may be adjusted in the ordinary course of
business subsequent to the date of the related ▇▇▇▇ of Sale and to the extent
that the aggregate Principal Balance of the Purchased Loans listed on the
related ▇▇▇▇ of Sale is less than the aggregate Principal Balance stated on the
related ▇▇▇▇ of Sale, 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 on Liability of Eligible Lender Trustee. (A)
Notwithstanding anything contained herein to the contrary, this Master Terms
Purchase Agreement and any Purchase Agreement have been signed by Citibank, N.A.
not in its individual capacity but solely in its capacity as Eligible Lender
Trustee for SLC Receivables and in no event shall Citibank, N.A. in its
individual capacity have any liability for the representations, warranties,
covenants, agreements or other obligations of SLC Receivables under this Master
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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.
(B) It is expressly understood and agreed by the parties hereto that
(a) this Agreement is executed and delivered by Citibank, N.A., not individually
or personally but solely as Eligible Lender Trustee for SLC and Eligible Lender
Trustee for SLC Receivables, in the exercise of the powers and authority
conferred and vested in it under the Eligible Lender Trust Agreements, (b) under
no circumstances shall Citibank, N.A. be personally liable for the payment of
any indebtedness or expenses of SLC or SLC Receivables or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by SLC or SLC Receivables under this Agreement or any other
Purchase Agreement, and (c) all Persons having any claim against SLC or SLC
Receivables by reason of the transactions contemplated by this Agreement or any
other Purchase Agreement shall look only to SLC or SLC Receivables,
respectively, for payment or satisfaction thereof.
Section 13. Expenses. Except as otherwise provided herein or in the
Indenture, SLC and SLC Receivables shall each 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.
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
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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 ▇▇▇▇ 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.
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
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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]
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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:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
SLC STUDENT LOAN RECEIVABLES I, INC.
(Purchaser)
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Treasurer
CITIBANK, N.A.,
not in its individual capacity but
solely as Eligible Lender Trustee
for Seller and Purchaser
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
Attachment A
PURCHASE AGREEMENT
Dated as of June 15, 2005
PURCHASE AGREEMENT NUMBER 1
Pursuant to the Master Terms Purchase Agreement (as defined below),
each of Citibank, N.A. as Eligible Lender Trustee (the "Eligible Lender
Trustee") for the benefit of The Student Loan Corporation ("SLC") and SLC hereby
offers for sale to SLC Student Loan Receivables I, Inc. ("SLC Receivables") the
entire right, title (and with respect to legal title, to the Eligible Lender
Trustee for the benefit of and on behalf of SLC under the Trust Agreement, dated
as of August 30, 2003, between SLC and the Eligible Lender Trustee) and interest
of SLC and the Eligible Lender Trustee in the Loans described in the related
▇▇▇▇ of Sale and related Loan Transmittal Summary Form incorporated herein and,
to the extent indicated below, SLC Receivables and the Eligible Lender Trustee
on behalf of SLC Receivables accept SLC'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
Cutoff Date, which shall be the Closing Date.
TERMS, CONDITIONS AND COVENANTS
-------------------------------
In consideration of the Purchase Price, each of SLC and the Eligible
Lender Trustee on behalf of SLC hereby sells to SLC Receivables and the Eligible
Lender Trustee on behalf of SLC Receivables the entire right, title and interest
of SLC (and with respect to legal title, the Eligible Lender Trustee on behalf
of SLC) in the Loans accepted for purchase, subject to all the terms and
conditions of the Master Terms Purchase Agreement, dated as of June 15, 2005
(the "Master Terms Purchase Agreement"), and any amendments thereto, each
incorporated herein by reference, among SLC, SLC Receivables, and the Eligible
Lender Trustee. The Initial Payment for the Loans shall equal $2,038,518,766,
equal to $2,078,612,548 (representing the sale price of the Notes less
underwriters' discounts and fees), less $5,093,782 (representing the Reserve
Account Initial Deposit), less $35,000,000 (representing the Capitalized
Interest Account Initial Deposit), and less $0 (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 Sections 5(A) and (B) of the Master
Terms Purchase Agreement and makes such representations and warranties with
respect to the Loans governed by this Purchase Agreement.
Each of SLC and the Eligible Lender Trustee for the benefit of SLC
authorizes the Eligible Lender Trustee for the benefit of SLC Receivables to use
a copy of the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form
attached to the ▇▇▇▇ of Sale (in lieu of OE
A-1
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 ▇▇▇▇ of Sale and related Loan Transmittal Summary Form
be, and be construed as, a valid sale of such Purchased Loans from SLC (and with
respect to legal title, the Eligible Lender Trustee for the benefit of and on
behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible
Lender Trustee for the benefit of and on behalf of SLC Receivables). However, in
the event that notwithstanding the intentions of the parties, such transfer is
deemed to be a transfer for security, then SLC hereby grants to SLC Receivables
a first priority security interest in and to all Purchased Loans described in
the related ▇▇▇▇ 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]
A-2
IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement Number 1 to be duly executed by their respective officers hereunto
duly authorized, as of the day and year first above written.
THE STUDENT LOAN CORPORATION SLC STUDENT LOAN RECEIVABLES I, INC.
(Seller) (Purchaser)
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------- ----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer Title: Treasurer
CITIBANK, N.A., not in its individual
capacity but solely as Eligible
Lender Trustee for Seller and
Purchaser
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
A-3
Attachment B
PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED JUNE 15, 2005
---------------------------------------
Citibank, N.A. not in its individual capacity but solely as Eligible
Lender Trustee (the "Eligible Lender Trustee") for the benefit of 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 ▇▇▇▇ of Sale dated the date hereof executed by SLC and the
Eligible Lender Trustee for the benefit of SLC in favor of the Eligible Lender
Trustee on behalf 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 June
15, 2005, 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, the Eligible Lender Trustee for the
benefit of 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 MASTER TERMS 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 ▇▇▇▇
OF SALE.
[SIGNATURE PAGE FOLLOWS]
B-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
Citibank, N.A., not in its individual SLC Student Loan Receivables I, Inc.
capacity but solely as Eligible Lender
Trustee for the Benefit of The Student
Loan Corporation
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
(Signature of Authorized Signatory
Lender Code: for Purchase)
--------------------------
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------- Title: Treasurer
(Signature of Authorized Officer) Date of Purchase: 6/15/05
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
Citibank, N.A., not in its
individual capacity but solely as
Eligible Lender Trustee for the Benefit
of SLC Student Loan Receivables I, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
(Signature of Authorized Officer)
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
B-2
Attachment C
▇▇▇▇ OF SALE DATED JUNE 15, 2005
The undersigned The Student Loan Corporation ("SLC") and Citibank,
N.A. not in its individual capacity but solely as Eligible Lender Trustee (the
"Eligible Lender Trustee") on behalf of SLC under the Trust Agreement, dated as
of August 30, 2003, between SLC and the Eligible Lender Trustee, for value
received and pursuant to the terms and conditions of Purchase Agreement Number
1, dated as of June 15, 2005 (the "Purchase Agreement"), among SLC, SLC Student
Loan Receivables I, Inc. ("SLC Receivables") and the Eligible Lender Trustee, do
hereby sell, assign and convey to SLC Receivables (and with respect to legal
title, the Eligible Lender Trustee on behalf of SLC Receivables) and its
assignees all right, title and interest of SLC (and with respect to legal title,
the Eligible Lender Trustee on behalf of SLC), including the insurance interest
of SLC under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.),
that SLC Receivables and the Eligible Lender Trustee on behalf of SLC
Receivables have accepted for purchase. The portfolio of Loans accepted for
purchase by the Eligible Lender Trustee on behalf 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 and the Eligible Lender Trustee on behalf of SLC
authorize 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 on behalf of SLC
Receivables of the related Loans on the Closing Date.
LISTING OF LOANS ON FOLLOWING PAGE
C-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 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.
C-2
Guarantor(s):
California Student Aid Commission
Educational Credit Management Corporation of Virginia
Illinois Student Assistance Commission
Kentucky Higher Education Assistance Authority
Nebraska Student Loan Program
New York State Higher Education Services Corporation
Oklahoma Guaranteed Student Loan Program
Rhode Island Higher Education Assistance Authority
Student Loan Guarantee Fund/Arkansas
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
[SIGNATURE PAGE FOLLOWS]
C-3
IN WITNESS WHEREOF, the parties hereto have caused this ▇▇▇▇ 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 SLC Student Loan Receivables I, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Lender Code:
-------------------------
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------- -----------------------------------
(Signature of Authorized Officer) (Signature of Authorized Signatory
for Purchase)
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Treasurer
Date of Purchase: 6/15/05
Citibank, N.A., not in its
individual capacity but solely as
Eligible Lender Trustee for the benefit
of The Student Loan Corporation and SLC
Student Loan Receivables I, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
(Signature of Authorized Signatory
for Sale)
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
Date of Sale:
C-4