Exhibit 99.1c
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000 ("Master
Terms") dated as of June 10, 2004 among VG Funding, LLC ("VG Funding") as
Seller, SLM Funding LLC ("Funding") as Purchaser, Chase Manhattan Bank USA,
National Association, not in its individual capacity but solely as Interim
Eligible Lender Trustee as defined below for the benefit of VG Funding under the
Interim Trust Agreement (the "VG Funding Eligible Lender Trustee"), Chase
Manhattan Bank USA, National Association, not in its individual capacity but
solely as Interim Eligible Lender Trustee (the "Interim Eligible Lender
Trustee") for the benefit of Funding under the Interim Trust Agreement dated as
of June 1, 2004 between Funding and the Interim Eligible Lender Trustee, and
▇▇▇▇▇▇ ▇▇▇, Inc., as servicer (the "Servicer") shall be effective upon execution
by the parties hereto. References to VG Funding herein mean the VG Funding
Eligible Lender Trustee on behalf of VG Funding, and references to Funding
herein mean the Interim Eligible Lender Trustee, in each case for all purposes
involving the holding or transferring of legal title to or granting a contract
interest or security interest in, the Eligible Loans.
WHEREAS, VG Funding is the owner of certain student loans guaranteed under
the Higher Education Act;
WHEREAS, Funding desires to purchase from VG Funding the portfolio of
Initial Loans;
WHEREAS, from time to time following the Closing Date until the end of the
Funding Period, VG Funding may desire to sell Additional Loans and Funding may
purchase such Additional Loans in accordance with these Master Terms and the
related Additional Purchase Agreements; and
WHEREAS, legal title to such Loans is vested in the VG Funding Eligible
Lender Trustee, as trustee for the benefit of VG Funding as the sole
beneficiary;
WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal title
to, and serve as eligible lender trustee with respect to, such Loans on behalf
of Funding.
NOW, THEREFORE, in connection with the mutual promises contained herein,
the parties hereto agree as follows:
SECTION 1. TERMS
These Master Terms establish the terms under which VG Funding (and with
respect to legal title, the VG Funding Eligible Lender Trustee for the benefit
of VG Funding) may sell and Funding (and with respect to legal title, the
Interim Eligible Lender Trustee on behalf of Funding) may purchase the Loans
(and all obligations of the Borrowers thereunder) specified in the Initial
Purchase Agreement with respect to the Initial Loans or each Additional Purchase
Agreement with respect to the Additional Loans, as the parties may execute from
time to time pursuant to these Master Terms. The Initial Purchase Agreement and
each Additional Purchase Agreement, as applicable, shall be substantially in the
form of Exhibit A and Exhibit C hereto, respectively, in each case incorporating
by reference the terms of these Master Terms, and shall
be a separate agreement among VG Funding, Funding, the VG Funding Eligible
Lender Trustee on behalf of VG Funding and the Interim Eligible Lender Trustee
on behalf of Funding with respect to the Loans covered by the terms of the
Initial Purchase Agreement or the related Additional Purchase Agreement, as
applicable. If the terms of the Initial Purchase Agreement or an Additional
Purchase Agreement conflict with the terms of these Master Terms, the terms of
the Initial Purchase Agreement or the related Additional Purchase Agreement, as
applicable, shall supersede and govern.
SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein, including in the
related Purchase Agreement and ▇▇▇▇ of Sale, shall have the definitions set
forth in Appendix A-1 to the Indenture, dated as of June 1, 2004, among the
Eligible Lender Trustee on behalf of the Trust, the Trust and the Indenture
Trustee, as may be amended or supplemented from time to time.
For purposes hereof:
(A) "Account" means all of the Eligible Loans hereunder of one (1) Borrower
that are of the same Loan type made under the identical subsection of the
Higher Education Act and in the same status.
(B) "Additional ▇▇▇▇ of Sale" means each document, in the form of Exhibit D
hereto, executed by an authorized officer of VG Funding, the VG Funding
Eligible Lender Trustee on behalf of VG Funding, Funding and the Interim
Eligible Lender Trustee on behalf of Funding which shall: (i) set forth the
list and certain terms of Additional Loans offered by VG Funding and the VG
Funding Eligible Lender Trustee on behalf of VG Funding and accepted for
purchase by the Interim Eligible Lender Trustee for the benefit of Funding,
including the Additional Loans Purchase Price for the Additional Loans
being sold thereunder and (ii) sell, assign and convey to the Interim
Eligible Lender Trustee, for the benefit of Funding and its assignees, all
right, title and interest of VG Funding and of the VG Funding Eligible
Lender Trustee on behalf of VG Funding in the Additional Loans listed on
the related Additional ▇▇▇▇ of Sale.
(C) "Additional Loan" means the Eligible Loans evidenced by a Note or Notes
sold from time to time during the Funding Period pursuant to an Additional
Purchase Agreement and related documentation, together with any guaranties
and other rights relating thereto including, without limitation, Interest
Subsidy Payments and Special Allowance Payments.
(D) "Additional Loans Purchase Price" means the dollar amount representing
the aggregate purchase price of the related Additional Loans as specified
in the applicable Additional Purchase Agreement.
(E) "Additional Purchase Agreement" means each Additional Purchase
Agreement (including the related Additional ▇▇▇▇ of Sale, the related
Blanket Endorsement and any attachments thereto), substantially in the form
of Exhibit C hereto (of which these Master Terms form a part by reference),
to be executed by VG Funding, the VG Funding Eligible Lender Trustee for
the benefit of VG Funding, Funding and the Interim Eligible
2
Lender Trustee on behalf of Funding, which certifies that the
representations and warranties made by VG Funding, as set forth in Sections
5(A) and (B) of these Master Terms and the representations and warranties
made by the Servicer as set forth in Section (c) of these Master Terms are
true and correct as of the related Purchase Date.
(F) "▇▇▇▇ of Sale" means the Initial ▇▇▇▇ of Sale or an Additional ▇▇▇▇ of
Sale, as applicable.
(G) "Borrower" means the obligor on a Loan.
(H) "Consolidation Loan" means a Loan made pursuant to and in full
compliance with Section 428C of the Higher Education Act.
(I) "Cutoff Date" means the Statistical Cutoff Date, the Initial Cutoff
Date or any Subsequent Cutoff Date, as applicable.
(J) "Delinquent" means the period any payment of principal or interest due
on the Loan is overdue.
(K) "Eligible Loan" means a Loan offered for sale by VG Funding under a
Purchase Agreement which as of the related Cutoff 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
effective date of the related ▇▇▇▇ of Sale:
(i) is a Consolidation Loan;
(ii) is owned by VG Funding (or the VG Funding Eligible Lender
Trustee) and is fully disbursed;
(iii) is guaranteed as to principal and interest by the applicable
Guarantor to the maximum extent permitted by the Higher Education Act
for such Loan;
(iv) bears interest at a stated rate of not less than the maximum rate
permitted under the Higher Education Act for such Loan;
(v) is eligible for the payment of the quarterly special allowance at
the full and undiminished rate established under the formula set forth
in the Higher Education Act for such Loan;
(vi) if not yet in repayment status, is eligible for the payment of
interest benefits by the Secretary or, if not so eligible, is a Loan
for which interest either is billed quarterly to Borrower or deferred
until commencement of the repayment period, in which case such accrued
interest is subject to capitalization to the full extent permitted by
the applicable Guarantor;
(vii) is current or no payment of principal or interest shall be more
than 210 days past due as of the Statistical Cutoff Date or in
relation to any Additional Purchase Agreement, the related subsequent
Cutoff Date;
3
(viii) the last disbursement was before the related Cutoff Date;
(ix) is supported by the following documentation:
1. loan application, and any supplement thereto,
2. original promissory note and any addendum thereto (or a
certified copy thereof if more than one loan is represented
by a single promissory note and all loans so represented are
not being sold) or the electronic records evidencing the
same,
3. evidence of guarantee,
4. any other document and/or record which Funding may be
required to retain pursuant to the Higher Education Act,
5. if applicable, payment history (or similar document)
including (i) an indication of the Principal Balance and the
date through which interest has been paid, each as of the
related Cutoff Date and (ii) an accounting of the allocation
of all payments by the Borrower or on the Borrower's behalf
to principal and interest on the Loan,
6. if applicable, documentation which supports periods of
current or past deferment or past forbearance,
7. if applicable, a collection history, if the Loan was ever in
a delinquent status, including detailed summaries of
contacts and including the addresses or telephone numbers
used in contacting or attempting to contact Borrower and any
endorser and, if required by the Guarantor, copies of all
letters and other correspondence relating to due diligence
processing,
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.
(L) [RESERVED]
(M) "Initial ▇▇▇▇ of Sale" means the document, in the form of Exhibit B
hereto, executed by an authorized officer of VG Funding and the VG Funding
Eligible Lender Trustee for the benefit of VG Funding which shall (i) set
forth the applicable Initial Loans offered by VG Funding and accepted for
purchase Funding and by the Interim Eligible Lender Trustee for the benefit
of Funding, (ii) sell, assign and convey to the
4
Interim Eligible Lender Trustee for the benefit of Funding and its
assignees all rights, title and interest of VG Funding and the VG Funding
Eligible Lender Trustee for the benefit of VG Funding in the Initial Loans
listed on that ▇▇▇▇ of Sale and (iii) certify that the representations and
warranties made by VG Funding as set forth in Sections 5 (A) and (B), by
the Servicer as set forth in Section 5(C) and by the Interim Eligible
Lender Trustee in Section 5(D)of these Master Terms are true and correct.
(N) "Initial Cutoff Date" means June 10, 2004.
(O) "Initial Loans" means the Eligible Loans evidenced by the Notes sold on
the Closing Date pursuant to the Initial Purchase Agreement and related
documentation, together with any guaranties and other rights relating
thereto including, without limitation, Interest Subsidy Payments and
Special Allowance Payments.
(P) "Initial Payment" means the dollar amount specified as the "Initial
Payment" in the Initial Purchase Agreement.
(Q) "Initial Purchase Agreement" means the Purchase Agreement (including
the related Blanket Endorsement, Initial ▇▇▇▇ of Sale and any attachments
thereto) substantially in the form of Exhibit A hereto (of which these
Master Terms form a part by reference), to be executed by VG Funding, the
VG Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender
Trustee, which shall certify that the representations and warranties made
by VG Funding as set forth in Sections 5 (A) and (B) and by the Servicer as
set forth in Section 5(C) of these Master Terms are true and correct as of
the Closing Date.
(R) "Loan" means an Initial Loan or an Additional Loan, as applicable.
(S) "Loan Transmittal Summary Forms" means the forms related to each ▇▇▇▇
of Sale provided to VG Funding by Funding and completed by VG Funding 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 related Cutoff Date.
(T) "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.
(U) "Original Purchase Date" means with respect to any Offered Loan, the
date such Offered Loan was purchased by VG Funding from the Original Seller
pursuant to the SLM ECFC Purchase Agreement.
(V) "Original Seller" means either the Student Loan Marketing Association
or SLM ECFC, as applicable, as such term applies to the entity which sold
the applicable Initial Loans or Additional Loans to VG Funding pursuant to
the SLM ECFC Purchase Agreement.
5
(W) "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).
(X) "Purchase Agreement" means the Initial Purchase Agreement or an
Additional Purchase Agreement, as applicable.
(Y) "Purchase Date" means with respect to the Initial Loans, the Closing
Date, and with respect to any Additional Loans, the date of the related
Additional ▇▇▇▇ of Sale.
(Z) "Purchase Price" means the Initial Payment or the Additional Loans
Purchase Price, as applicable.
(AA) "Purchased Loans" means, with respect to each Purchase Agreement, the
Loans offered for sale and purchased pursuant to such Purchase Agreement.
(BB) "Sale Agreement" means the Sale Agreement Master Securitization Terms
Number 1000, dated as of June 10, 2004, among SLM Funding LLC, as Seller,
SLM Student Loan Trust 2004-5, as Purchaser, and Chase Manhattan Bank USA,
National Association, as Interim Eligible Lender Trustee and as Eligible
Lender Trustee.
(CC) "Secretary" means the United States Secretary of Education or any
successor.
(DD) "SLM ECFC Purchase Agreement" means the Purchase Agreement Master
Securitization Terms Number 1000, dated May 19, 2004, among the Student
Loan Marketing Association, as initial seller (as subsequently assigned to
SLM ECFC), SLM Funding LLC, as initial purchaser (as subsequently assigned
to VG Funding, LLC), and Chase Manhattan Bank USA, National Association, as
interim eligible lender trustee, together with each executed Purchase
Agreement (as defined therein) and each executed ▇▇▇▇ of Sale (as defined
therein) and all attachments thereto.
(EE) "Statistical Cutoff Date"
(FF) "Subsequent Cutoff Date" means each date agreed to by VG Funding and
Funding to use in determining the Principal Balance and accrued interest to
be capitalized for purposes of completing each related Loan Transmittal
Summary Form.
(GG) [RESERVED]
(HH) "Subsidized" means a Loan for which the interest rate is governed by
Section 427A(a) or 427A(d) of the Higher Education Act.
(II) "Trust" means SLM Student Loan Trust 2004-5.
(JJ) ["Trust Student Loan"]
(KK) "Unsubsidized" means a Loan made pursuant to Section 428H of the
Higher Education Act.
6
SECTION 3. SALE/PURCHASE
SECTION 3.1 SALE/PURCHASE OF INITIAL LOANS
(A) Consummation of Sale and Purchase
The sale and purchase of Eligible Loans pursuant to the Initial
Purchase Agreement with respect to the Initial Loans shall be consummated
upon: (i) Funding's receipt from VG Funding and the VG Funding Eligible
Lender Trustee for the benefit of VG Funding of the Initial ▇▇▇▇ of Sale
and (ii) the payment by Funding to VG Funding of the Initial Payment. Upon
consummation, such sale and purchase shall be effective as of the date of
the Initial ▇▇▇▇ of Sale. VG Funding and Funding shall use their best
efforts to perform promptly their respective obligations pursuant to the
Initial Purchase Agreement with respect to each Initial Loan.
(B) Settlement of the Initial Payment
On the date of the Initial ▇▇▇▇ of Sale, Funding shall pay to VG
Funding the Initial Payment by wire transfer of immediately available funds
to the account specified by VG Funding.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
VG Funding shall be entitled to all Interest Subsidy Payments and
Special Allowance Payments on each Initial Loan accruing up to but not
including the Initial Cutoff Date and shall be responsible for the payment
of any rebate fees applicable to the Initial Loans accruing up to but not
including the Closing Date. The Interim Eligible Lender Trustee on behalf
of Funding shall be entitled to all Special Allowance Payments and Interest
Subsidy Payments on the Initial Loans accruing from the Initial Cutoff
Date, and shall be responsible for the payment of any rebate fees
applicable to the Initial Loans accruing from the Closing Date.
(D) Grant of Contract Right
In connection with the sale of the Initial Loans, VG Funding hereby
assigns all of its rights (but none of its obligations) under, in and to
the SLM ECFC Purchase Agreement, including all rights of VG Funding to
proceed against SLM ECFC with respect to breaches of representations,
warranties and covenants with respect to the Initial Loans.
SECTION 3.2 SALE/PURCHASE OF ADDITIONAL LOANS
(A) Requirements Relating to Additional Loans
From time to time during the Funding Period, VG Funding may sell or
cause the sale of Eligible Loans to Funding, and Funding has the obligation
(but only to the extent that the Eligible Loans are contemporaneously sold
to the Eligible Lender Trustee on behalf of the Trust in accordance with
the Sale Agreement and the related Additional Sale
7
Agreements) to purchase such Additional Loans from VG Funding and the VG
Funding Eligible Lender Trustee at the related Additional Loans Purchase
Price set forth in the related Additional Purchase Agreement. The sale and
purchase of Additional Loans pursuant to an Additional Purchase Agreement
shall be consummated as set forth in this Section 3.2.
(B) Consummation of Sale and Purchase
During the Funding Period, the sale and purchase of Eligible Loans
pursuant to an Additional Purchase Agreement shall be consummated upon (i)
Funding's receipt from VG Funding and the VG Funding Eligible Lender
Trustee of a fully executed copy of the related Additional Purchase
Agreement; and (ii) the payment by Funding to VG Funding of the related
Purchase Price. Upon consummation, such sale and purchase shall be
effective as of the date of the related Additional ▇▇▇▇ of Sale. VG Funding
and Funding shall use their best efforts to perform promptly their
respective obligations pursuant to the related Additional Purchase
Agreement with respect to each Additional Loan.
(C) Settlement of the Purchase Price
On the date of the related Additional ▇▇▇▇ of Sale, Funding shall pay
VG Funding the related Purchase Price by wire transfer of immediately
available funds to the account specified by VG Funding.
(D) Interest Subsidy and Special Allowance Payments and Rebate Fees
VG Funding shall be entitled to all Interest Subsidy Payments and
Special Allowance Payments on the Additional Loans accruing up to but not
including the related Subsequent Cutoff Date and shall be responsible for
the payment of any rebate fees applicable to such Additional Loans subject
to the related Additional ▇▇▇▇ of Sale accruing up to but not including the
date of the related Additional ▇▇▇▇ of Sale. The Interim Eligible Lender
Trustee on behalf of Funding shall be entitled to all Special Allowance
Payments and Interest Subsidy Payments accruing from the related Subsequent
Cutoff Date with respect to the Additional Loans, and shall be responsible
for the payment of any rebate fees applicable to the Additional Loans which
are Consolidation Loans subject to the related Additional ▇▇▇▇ of Sale
accruing from the date of the related Additional ▇▇▇▇ of Sale.
(E) Grant of Contract Right
In connection with each sale of Additional Loans, VG Funding hereby
assigns to Funding all of its rights (but none of its obligations) under,
in and to the SLM ECFC Purchase Agreement, including all rights of VG
Funding to proceed against SLM ECFC with respect to breaches of
representations, warranties and covenants with respect to the applicable
Additional Loans.
(F) GENERAL
(i) Special Programs
8
In consideration of the sale of the Loans under these Master Terms and
the related Purchase Agreements, Funding agrees to cause the Servicer to
offer Borrowers of Trust Student Loans all special programs, whether or not
in existence as of the date of the related Purchase Agreements, generally
offered to the obligors of comparable loans owned by VG Funding, at all
times subject to the terms and conditions of Section 3.12 of the Servicing
Agreement. VG Funding is selling Loans to Funding without regard to the
effect of the special programs. VG Funding shall remit to Funding any
amounts by which payments on the Trust Student Loans are reduced by the
special payments as set forth in Section 3.12 of the Servicing Agreement.
(ii) Intent of the Parties
With respect to each sale of Loans pursuant to these Master Terms and
the related Purchase Agreements, it is the intention of VG Funding, the
Interim Eligible Lender Trustee and Funding, and VG Funding hereby warrants
that, the transfer and assignment constitute a valid sale of such Loans
from VG Funding to the Interim Eligible Lender Trustee, for the benefit of
and on behalf of Funding, and that the beneficial interest in and title to
such Loans not be part of VG Funding's estate in the event of the
bankruptcy of VG Funding or the appointment of a receiver with respect to
VG Funding.
SECTION 4. CONDITIONS PRECEDENT TO PURCHASE
Any purchase of Loans pursuant to these Master Terms is subject to the
following conditions precedent being satisfied (and VG Funding, 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
VG Funding shall provide any assistance requested by Funding in
determining that all required documentation on the related Loans is present
and correct.
(B) Continued Servicing
Following the execution of each Purchase Agreement, VG Funding 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
VG Funding shall deliver to Funding:
(i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and
delivered, by an authorized officer of VG Funding and the VG Funding
Eligible Lender Trustee for the benefit of VG Funding, covering the
applicable Loans offered by VG Funding and the VG Funding Eligible
Lender Trustee for the benefit of VG Funding, (b) has been accepted by
Funding as set forth thereon, selling, assigning and conveying to the
Interim Eligible Lender Trustee on behalf of Funding and its
9
assignees all right, title and interest of VG Funding and the VG
Funding Eligible Lender Trustee for the benefit of VG Funding,
including the insurance interest of the VG Funding Eligible Lender
Trustee for the benefit of VG Funding, in each of the related Loans,
and (c) states that the representations and warranties made by VG
Funding in Sections 5(A) and (B) of these Master Terms are true and
correct on and as of the date of the related ▇▇▇▇ of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇
of Sale, identifying each of the Eligible Loans which is the subject
of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal
Balance of each such related Loan.
(D) Endorsement
VG Funding and the VG Funding Eligible Lender Trustee for the benefit
of VG Funding shall provide a blanket endorsement transferring the entire
interest of VG Funding and the VG Funding Eligible Lender Trustee for the
benefit of VG Funding in the related Eligible Loans to the Interim Eligible
Lender Trustee on behalf of Funding with the form of endorsement provided
for in the Purchase Agreement with respect to the Initial Loans or the
Additional Purchase Agreement with respect to the Additional Loans.
At the direction of and in such form as Funding may designate, VG
Funding and the VG Funding Eligible Lender Trustee for the benefit of VG
Funding also agree to individually endorse any Eligible Loan as Funding may
request from time to time.
(E) Officer's Certificate
VG Funding shall furnish to Funding, with respect to each ▇▇▇▇ of Sale
provided in connection with each purchase of Eligible Loans pursuant to
these Master Terms, an Officer's Certificate, dated as of the date of the
related ▇▇▇▇ of Sale.
(F) Loan Transfer Statement
Upon Funding's request, VG Funding shall deliver to Funding one (1) or
more Loan Transfer Statements (Department of Education Form OE 1074 or its
equivalent) provided by Funding, executed by the VG Funding Eligible Lender
Trustee on behalf of VG Funding and dated the date of the related ▇▇▇▇ of
Sale. VG Funding agrees that Funding and the Interim Eligible Lender
Trustee may use the related ▇▇▇▇ of Sale, including the related Loan
Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form
1074, as official notification to the Guarantor of the assignment of the
Loans listed on the related ▇▇▇▇ of Sale by the VG Funding Eligible Lender
Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee on
behalf of Funding.
(G) Power of Attorney
VG Funding and the VG Funding Eligible Lender Trustee on behalf of VG
Funding, hereby grant to Funding and the Interim Eligible Lender Trustee,
on behalf of and for the benefit of Funding, an irrevocable power of
attorney, which power of attorney is coupled with an interest, to
individually endorse, or cause to be individually endorsed,
10
in the name of VG Funding and the VG Funding Eligible Lender Trustee, on
behalf of VG Funding, any Eligible Loan to evidence the transfer of such
Eligible Loan to Funding and the Interim Eligible Lender Trustee, for the
benefit of Funding, and to cause physical possession of any Note to be
transferred from VG Funding or the Servicer to Funding or the Interim
Eligible Lender Trustee or any custodian on their behalf.
(H) Contemporaneous Sale
Subject to the conditions set forth in Section 3.2(A) hereof, with
respect to the purchase of Additional Loans, such Additional Loans shall be
contemporaneously sold to the Eligible Lender Trustee on behalf of the
Trust pursuant to Section 4(H) of the Sale Agreement.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER, THE SERVICER AND THE
INTERIM ELIGIBLE LENDER TRUSTEE
(A) General
(i) VG Funding represents and warrants to Funding that with respect to
the Initial Loans, as of the Closing Date, and with respect to any
Additional Loans sold by it, as of the related Purchase Date:
(a) The VG Funding 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;
(b) The VG Funding Eligible Lender Trustee and VG Funding are
duly organized and existing under the laws of their governing
jurisdictions;
(c) The VG Funding Eligible Lender Trustee and VG Funding have
all requisite power and authority to enter into and to perform
the terms of these Master Terms, the Initial Purchase Agreement
and any Additional Purchase Agreement, the Initial ▇▇▇▇ of Sale
and any Additional ▇▇▇▇ of Sale;
(d) The VG Funding Eligible Lender Trustee and VG Funding will
not, with respect to any Loan purchased under Purchase Agreements
executed pursuant to these Master Terms, agree to release any
Guarantor from any of its contractual obligations as an insurer
of such Loan or agree otherwise to alter, amend or renegotiate
any material term or condition under which such Loan is insured,
except as required by law or rules and regulations issued
pursuant to law, without the express prior written consent of
Funding; and
(e) It is the intention of VG Funding, the VG Funding Eligible
Lender Trustee, the Interim Eligible Lender Trustee and Funding,
and VG Funding hereby warrants, that the transfer and assignment
herein contemplated constitute a valid sale of the Loans from the
VG Funding
11
Eligible Lender Trustee, for the benefit of VG Funding to the
Interim Eligible Lender Trustee, for the benefit of and on behalf
of Funding, and that the beneficial interest in and title to such
Loans not be part of VG Funding's estate in the event of the
bankruptcy of VG Funding or the appointment of a receiver with
respect to VG Funding.
(B) Particular - VG Funding
VG Funding represents and warrants to Funding and the Interim Eligible
Lender Trustee on behalf of Funding as to the Purchased Loans purchased by
Funding under the Initial Purchase Agreement with respect to the Initial
Loans, or each Additional Purchase Agreement with respect to the Additional
Loans that as of the Original Purchase Date and the Closing Date or the
date of the related Purchase Agreement, as applicable:
(i) The VG Funding Eligible Lender Trustee for the benefit of VG
Funding has good and marketable title to, and is the sole owner of,
the Purchased Loans, free and clear of all security interests, liens,
charges, claims, offsets, defenses, counterclaims or encumbrances of
any nature and no right of rescission, offsets, defenses or
counterclaims have been asserted or threatened with respect to those
Loans;
(ii) These Master Terms create a valid and continuing security
interest (as defined in the applicable UCC) in the Purchased Loans in
favor of the Interim Eligible Lender Trustee, on behalf of Funding,
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 VG Funding;
(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) The Purchased Loans are Eligible Loans and the description of
such Loans set forth in the related Purchase Agreement and the related
Loan Transmittal Summary Form is true and correct;
(v) VG Funding and the VG Funding Eligible Lender Trustee for the
benefit of VG Funding are authorized to sell, assign, transfer and
repurchase the Purchased Loans; and the sale, assignment and transfer
of such Loans is or, in the case of the repurchase of the Purchased
Loan repurchased by VG Funding and/or the VG Funding Eligible Lender
Trustee, will be made pursuant to and consistent with the laws and
regulations under which VG Funding and the VG Funding 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 VG Funding or the VG Funding Eligible Lender Trustee is a party
or by which VG Funding or the VG Funding Eligible Lender Trustee or
its property is bound, or
12
constitute a default (or an event which could constitute a default
with the passage of time or notice or both) thereunder;
(vi) The Purchased Loans are each in full force and effect in
accordance with their terms and are legal, valid and binding
obligations of the respective Borrowers thereunder subject to no
defenses (except the defense of infancy);
(vii) No consents and approvals are required by the terms of the
Purchased Loans for the consummation of the sale of the Purchased
Loans hereunder to the Interim Eligible Lender Trustee;
(viii) Each Purchased Loan has been duly made and serviced in
accordance with the provisions of the Federal Family Education Loan
Program established under the Higher Education Act, and has been duly
insured by a Guarantor; such guarantee is in full force and effect and
is freely transferable to the Interim Eligible Lender Trustee on
behalf of Funding as an incident to the purchase of each Loan;
(ix) Any payments on the Purchased Loans received by the VG Funding
Eligible Lender Trustee for the benefit of VG Funding that have been
allocated to the reduction of principal and interest on such Purchased
Loans have been allocated on a simple interest basis;
(x) Each Loan has been duly made and serviced in accordance with the
provisions of all applicable federal and state laws;
(xi) With respect to the first sale of Loans from the VG Funding
Eligible Lender Trustee on behalf of VG Funding to the Interim
Eligible Lender Trustee for the benefit of Funding, the VG Funding
Eligible Lender Trustee and VG Funding have caused or will have
caused, within ten days, 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 Interim Eligible Lender Trustee
hereunder; and
(xii) Other than the security interest granted to the Interim Eligible
Lender Trustee pursuant to this Agreement, VG Funding and the VG
Funding Eligible Lender Trustee have not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the
Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee
have not authorized the filing of and are not aware of any financing
statements against VG Funding or the VG Funding 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 Interim Eligible Lender Trustee
hereunder or any other security interest that has been terminated. VG
Funding and the VG Funding Eligible Lender Trustee are not aware of
any judgment or tax lien filings against VG Funding or the VG Funding
Eligible Lender Trustee.
(C) Particular - Servicer
13
The Servicer, in consideration for continuing to receive the
applicable servicing fee, represents and warrants to Funding as to the
Purchased Loans purchased by Funding under the Initial Purchase Agreement
with respect to the Initial Loans, or each Additional Purchase Agreement
with respect to the Additional Loans, in each case executed pursuant to
these Master Terms, that during the period commencing on the day
immediately following the Original Purchase Date to and including the
related Purchase Date:
(i) The VG Funding Eligible Lender Trustee 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) 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;
(iii) The Purchased Loans are Eligible Loans and the description of
such Loans set forth in the related Purchase Agreement and the related
Loan Transmittal Summary Form is true and correct;
(iv) 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);
(v) No consents and approvals are required by the terms of the
Purchased Loans for the consummation of the sale of the Purchased
Loans hereunder to the Interim Eligible Lender Trustee;
(vi) Each Purchased Loan has been duly made and serviced in accordance
with the provisions of the Federal Family Education Loan Program
established under the Higher Education Act, and has been duly insured
by a Guarantor; such guarantee is in full force and effect and is
freely transferable to the Interim Eligible Lender Trustee on behalf
of Funding as an incident to the purchase of each Loan; and all
premiums due and payable to such Guarantor shall have been paid in
full as of the date of the related ▇▇▇▇ of Sale;
(vii) Any payments on the Purchased Loans received by the VG Funding
Eligible Lender Trustee for the benefit of VG Funding 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 related
Cutoff Date as stated on the related Loan Transmittal Summary Form is
true and correct;
(viii) 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
14
information required to be made pursuant to the Higher Education Act
have been made;
(ix) All origination fees authorized to be collected pursuant to
Section 438 of the Higher Education Act have been paid to the
Secretary;
(x) Each Loan has been duly made and serviced in accordance with the
provisions of all applicable federal and state laws;
(xi) No Loan is more than two hundred ten (210) days past due as of
the Statistical Cutoff Date as to the Initial Loans or as of the
Subsequent Cutoff Date as to the Additional Loans and no default,
breach, violation or event permitting acceleration under the terms of
any Loan has arisen; and neither VG Funding nor any predecessor holder
of any Loan has waived any of the foregoing other than as permitted by
the Basic Documents;
(xii) Except for Purchased Loans executed electronically, there is
only one original executed copy of the Note evidencing each Purchased
Loan. For Purchased Loans that were executed electronically, the
Servicer has possession of the electronic records evidencing the Note.
The Interim Eligible Lender Trustee has in its possession a copy of
the endorsement and Loan Transmittal Summary Form identifying the
Notes that constitute or evidence the Purchased Loans. The Notes that
constitute or evidence the Purchased Loans do not have any marks or
notations indicating that they have been pledged, assigned or
otherwise conveyed to any Person other than the Interim Eligible
Lender Trustee. All financing statements filed or to be filed against
VG Funding or the VG Funding Eligible Lender Trustee for the benefit
of VG Funding in favor of the Interim 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 Interim Eligible Lender Trustee;"
(xiii) No Borrower of a Purchased Loan as of the related Cutoff Date
is noted in the related Loan File as being currently involved in a
bankruptcy proceeding; and
(xiv) With respect to all Additional Loans, the Funding Period is in
full force and effect.
(D) The Interim Eligible Lender Trustee represents and warrants that as of
the date of each Purchase Agreement and each ▇▇▇▇ of Sale:
(i) The Interim Eligible Lender Trustee is duly organized and validly
existing in good standing under the laws of its governing jurisdiction
and has an office located within the State of Delaware. It has all
requisite corporate power and authority to execute, deliver and
perform its obligations under these Master Terms, each Purchase
Agreement and each ▇▇▇▇ of Sale;
15
(ii) The Interim Eligible Lender Trustee has taken all corporate
action necessary to authorize the execution and delivery by it of
these Master Terms and each Purchase Agreement, and these Master Terms
and each Purchase Agreement will be executed and delivered by one of
its officers who is duly authorized to execute and deliver these
Master Terms and each Purchase Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these Master
Terms and each Purchase Agreement, nor the consummation by it of the
transactions contemplated hereby or thereby nor compliance by it with
any of the terms or provisions hereof or thereof will contravene any
Federal or Delaware state law, governmental rule or regulation
governing the banking or trust powers of the Interim Eligible Lender
Trustee or any judgment or order binding on it, or constitute any
default under its charter documents or by-laws or any indenture,
mortgage, contract, agreement or instrument to which it is a party or
by which any of its properties may be bound; and
(iv) The Interim Eligible Lender Trustee is an "eligible lender" as
such term is defined in Section 435(d) of the Higher Education Act,
for purposes of holding legal title to the Trust Student Loans as
contemplated by these Master Terms, each Purchase Agreement and the
other Basic Documents, it has a lender identification number with
respect to the Trust Student Loans from the Department and has in
effect a Guarantee Agreement with each of the Guarantors with respect
to the Trust Student Loans.
SECTION 6. REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
Each party to these Master Terms shall give notice to the other parties
promptly, in writing, upon the discovery of any breach of VG Funding's
representations and warranties made pursuant to Sections 5 (A) and (B) or
Servicer pursuant to Section 5(C) hereof which has a materially adverse effect
on the interest of Funding in any Trust Student Loan. In the event of such a
material breach which is not curable by reinstatement of the applicable
Guarantor's guarantee of such Trust Student Loan, VG Funding shall repurchase
any affected Trust Student Loan not later than 120 days following the earlier of
the date of discovery of such material breach and the date of receipt of the
Guarantor reject transmittal form with respect to such Trust Student Loan. In
the event of such a material breach which is curable by reinstatement of the
Guarantor's guarantee of such Trust Student Loan, unless the material breach
shall have been cured within 360 days following the earlier of the date of
discovery of such material breach and the date of receipt of the Guarantor
reject transmittal form with respect to such Trust Student Loan, VG Funding
shall purchase such Trust Student Loan not later than the sixtieth day following
the end of such 360-day period. VG Funding 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, VG Funding shall remit the Purchase Amount in the manner specified in
Section 2.6 of the Administration Agreement.
16
In addition, if any breach of Sections 5 (A) and (B) or Servicer pursuant
to Section 5(C) hereof by VG Funding does not trigger such purchase obligation
but does result in the refusal by a Guarantor to guarantee all or a portion of
the accrued interest (or any obligation of Funding to repay such interest to a
Guarantor), or the loss (including any obligation of Funding to repay the
Department) of Interest Subsidy Payments and Special Allowance Payments, with
respect to any Trust Student Loan affected by such breach, then VG Funding shall
reimburse Funding by remitting an amount equal to the sum of all such
non-guaranteed interest amounts and such forfeited Interest Subsidy Payments or
Special Allowance Payments in the manner specified in Section 2.6 of the
Administration Agreement not later than (i) the last day of the next Collection
Period ending not less than 60 days from the date of the Guarantor's refusal to
guarantee all or a portion of accrued interest or loss of Interest Subsidy
Payments or Special Allowance Payments, or (ii) in the case where VG Funding
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, VG Funding shall not be required to reimburse
Funding for interest that is then capitalized, however, such amounts shall be
reimbursed if the borrower subsequently defaults and such capitalized interest
is not paid by the Guarantor.
Anything in this Section 6 to the contrary notwithstanding, if as of the
last Business Day of any month the aggregate outstanding principal amount of
Trust Student Loans with respect to which claims have been filed with and
rejected by a Guarantor or with respect to which the Servicer determines that
claims cannot be filed pursuant to the Higher Education Act as a result of a
breach by VG Funding or the Servicer, exceeds 1% of the Pool Balance, VG Funding
(and the Servicer as provided in the Servicing Agreement) shall purchase, within
30 days of a written request of the Eligible Lender Trustee or the Indenture
Trustee, such affected Trust Student Loans in an aggregate principal amount such
that after such purchase the aggregate principal amount of such affected Trust
Student Loans is less than 1% of the Pool Balance. The Trust Student Loans to be
purchased by VG Funding 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 purchased first.
In lieu of repurchasing Trust Student Loans pursuant to this Section 6, VG
Funding may, at its option, substitute Eligible Loans or arrange for the
substitution of Eligible Loans which are substantially similar on an aggregate
basis as of the date of substitution to the Trust Student Loans for which they
are being substituted with respect to the following characteristics:
1. status (i.e., in-school, grace, deferment, forbearance or
repayment);
2. program type (i.e., Unsubsidized or Subsidized Consolidation
(pre-1993 vs. post-1993));
3. school type;
4. total return;
17
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, VG Funding
shall make a reasonable determination that the Eligible Loans to be substituted
will not have a material adverse effect on the Noteholders.
In the event that VG Funding elects to substitute Eligible Loans pursuant
to this Section 6, VG Funding 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.
VG Funding shall also remit to the Administrator an amount equal to all
non-guaranteed interest amounts and forfeited Interest Subsidy Payments and
Special Allowance Payments with respect to the Trust Student Loans in the manner
provided in Section 2.6 of the Administration Agreement. The sole remedy of
Funding, the Eligible Lender Trustee and the Noteholders with respect to a
breach by VG Funding pursuant to Sections 5 (A) and (B) or the Servicer pursuant
to Section 5(C) hereof shall be to require VG Funding to purchase such Trust
Student Loans, to reimburse Funding as provided above or to substitute Eligible
Loans pursuant to this Section 6. The Eligible Lender Trustee shall have no duty
to conduct any affirmative investigation as to the occurrence of any condition
requiring the purchase of any Trust Student Loan or the reimbursement for any
interest penalty pursuant to this Section 6.
SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS
(A) Any payment received by VG Funding with respect to amounts accrued
after the date of the related ▇▇▇▇ of Sale for any Purchased Loan, which
payment is not reflected in the related Loan Transmittal Summary Form,
shall be received by VG Funding in trust for the account of Funding and VG
Funding hereby disclaims any title to or interest in any such amounts.
Within two (2) Business Days following the date of receipt, VG Funding
shall remit to Funding an amount equal to any such payments along with a
listing on a form provided by Funding identifying the Purchased Loans with
respect to which such payments were made, the amount of each such payment
and the date each such payment was received.
(B) Any written communication received at any time by VG Funding with
respect to any Loan subject to these Master Terms or the related Purchase
Agreement shall be transmitted by VG Funding 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
VG Funding shall provide all reasonable assistance necessary for Funding to
resolve account problems raised by any Borrower, the Guarantor or the Secretary
provided such account
18
problems are attributable to or are alleged to be attributable to (a) an event
occurring during the period VG Funding or the VG Funding Eligible Lender Trustee
owned the related Purchased Loan, or (b) a payment made or alleged to have been
made to VG Funding. Further, VG Funding or the VG Funding Eligible Lender
Trustee agree to execute any financing statements at the request of Funding in
order to reflect Funding's interest in the Loans.
SECTION 9. LIABILITY OF THE SELLER; INDEMNITIES
VG Funding shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by VG Funding under these Master Terms and
each related Purchase Agreement.
(i) VG Funding shall indemnify, defend and hold harmless Funding and
the Interim Eligible Lender Trustee in its individual capacity and
their officers, directors, employees and agents from and against any
taxes that may at any time be asserted against any such Person with
respect to the transactions contemplated herein and in the other Basic
Documents (except any such income taxes arising out of fees paid to
the Interim Eligible Lender Trustee), including any sales, gross
receipts, general corporation, tangible and intangible personal
property, privilege or license taxes (but, in the case of Funding, not
including any taxes asserted with respect to, and as of the date of,
the sale of the Purchased Loans to the Interim Eligible Lender Trustee
on behalf of Funding, or asserted with respect to ownership of the
Trust Student Loans) and costs and expenses in defending against the
same.
(ii) VG Funding shall indemnify, defend and hold harmless Funding and
the Interim Eligible Lender Trustee in its individual capacity, and
the officers, directors, employees and agents of Funding and the
Interim Eligible Lender Trustee from and against any and all costs,
expenses, losses, claims, damages and liabilities arising out of, or
imposed upon such Person through, VG Funding's or the Servicer's, as
applicable, willful misfeasance, bad faith or gross negligence in the
performance of its duties under these Master Terms or by reason of
reckless disregard of its obligations and duties under these Master
Terms.
(iii) VG Funding shall be liable as primary obligor for, and shall
indemnify, defend and hold harmless the Interim Eligible Lender
Trustee in its individual capacity and its officers, directors,
employees and agents from and against, all costs, expenses, losses,
claims, damages, obligations and liabilities arising out of, incurred
in connection with or relating to these Master Terms, the other Basic
Documents, the acceptance or performance of the trusts and duties set
forth herein and in the Sale Agreement or the action or the inaction
of the Interim Eligible Lender Trustee hereunder (except in connection
with the representations and warranties of the Servicer herein, in
respect of which the Servicer shall provide such indemnification),
except to the extent that such cost, expense, loss, claim, damage,
obligation or liability: (a) shall be due to the willful misfeasance,
bad faith or negligence (except for errors in judgment) of the Interim
Eligible Lender Trustee, (b) shall arise from any breach by the
Interim Eligible Lender Trustee of
19
its covenants made under any of the Basic Documents; or (c) shall
arise from the breach by the Interim Eligible Lender Trustee of any of
its representations or warranties made in its individual capacity set
forth in these Master Terms or any Purchase Agreement. In the event of
any claim, action or proceeding for which indemnity will be sought
pursuant to this paragraph, the Interim Eligible Lender Trustee's
choice of legal counsel shall be subject to the approval of VG
Funding, which approval shall not be unreasonably withheld.
Indemnification under this Section 9 shall survive the resignation or
removal of the Interim Eligible Lender Trustee and the termination of these
Master Terms and shall include reasonable fees and expenses of counsel and
expenses of litigation. If VG Funding or the Servicer shall have made any
indemnity payments pursuant to this Section 9 and the Person to or on behalf of
whom such payments are made thereafter shall collect any of such amounts from
others, such Person shall promptly repay such amounts to VG Funding of the
Servicer, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE
SELLER
Any Person (a) into which VG Funding may be merged or consolidated, (b)
which may result from any merger or consolidation to which VG Funding shall be a
party or (c) which may succeed to the properties and assets of VG Funding
substantially as a whole, shall be the successor to VG Funding without the
execution or filing of any document or any further act by any of the parties to
these Master Terms; provided, however, that VG Funding 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 VG Funding, executes
an agreement of assumption to perform every obligation of VG Funding and the
Servicer under these Master Terms, each Purchase Agreement and each ▇▇▇▇ of
Sale; (ii) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 5 shall have been breached;
(iii) the surviving Person, if other than VG Funding, shall have delivered to
the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of
Counsel each stating that such consolidation, merger or succession and such
agreement of assumption comply with this Section 10 and that all conditions
precedent, if any, provided for in these Master Terms relating to such
transaction have been complied with, and that the Rating Agency Condition shall
have been satisfied with respect to such transaction; and (iv) if VG Funding is
not the surviving entity, VG Funding shall have delivered to the Interim
Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the
opinion of such counsel, all financing statements and continuation statements
and amendments thereto have been executed and filed that are necessary fully to
preserve and protect the interest of Funding and the Interim Eligible Lender
Trustee, respectively, in the Purchased Loans and reciting the details of such
filings, or (B) stating that, in the opinion of such counsel, no such action
shall be necessary to preserve and protect such interests.
SECTION 11. LIMITATION ON LIABILITY OF THE SELLER AND OTHERS
VG Funding 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
20
submitted by any Person respecting any matters arising hereunder (provided that
such reliance shall not limit in any way VG Funding's obligations under Section
6). VG Funding shall not be under any obligation to appear in, prosecute or
defend any legal action that shall not be incidental to its obligations under
these Master Terms or any Purchase Agreement, and that in its opinion may
involve it in any expense or liability. Except as provided herein, the
repurchase (or substitution) and reimbursement obligations of VG Funding will
constitute the sole remedy available to the applicable Purchaser 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, VG Funding shall remit such amount to the Interim Eligible
Lender Trustee, for the benefit of and on behalf of Funding. Such reconciliation
payment shall be made from time to time but no less frequently than
semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER
Notwithstanding anything contained herein to the contrary, these Master
Terms and the Initial Purchase Agreement have been, and any Additional Purchase
Agreement will be, signed by Chase Manhattan Bank USA, National Association not
in its individual capacity but solely in its capacity as VG Funding Eligible
Lender Trustee for VG Funding and Interim Eligible Lender Trustee for Funding,
and in no event shall Chase Manhattan Bank USA, National Association in its
individual capacity have any liability for the representations, warranties,
covenants, agreements or other obligations of the VG Funding Eligible Lender
Trustee, the Interim Eligible Lender Trustee, VG Funding or Funding, under these
Master Terms or any Purchase Agreements or in any of the certificates, notices
or agreements delivered pursuant hereto, as to all of which recourse shall be
had solely to the assets of VG Funding or Funding, as the case may be.
SECTION 13. EXPENSES
Except as otherwise provided herein, each party to these Master Terms or
any Purchase Agreement shall pay its own expense incurred in connection with the
preparation, execution and delivery of these Master Terms and any Purchase
Agreement and the transactions contemplated herein or therein.
SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION
All covenants, agreements, representations and warranties made herein and
in or pursuant to each Purchase Agreement, executed pursuant to these Master
Terms shall survive the consummation of the acquisition of the Purchased Loans
provided for in the related Purchase Agreement. All covenants, agreements,
representations and warranties made or furnished pursuant hereto by or on behalf
of VG Funding shall bind and inure to the benefit of any successors or assigns
of Funding and shall survive with respect to each Purchased Loan. Each Purchase
Agreement supersedes all previous agreements and understandings between Funding
and VG Funding with respect to the subject matter thereof. These Master Terms
and any Purchase Agreement may be changed, modified or discharged, and any
rights or obligations hereunder may be waived, only by a written instrument
signed by a duly authorized officer of the
21
party against whom enforcement of any such waiver, change, modification or
discharge is sought. The waiver by Funding of any covenant, agreement,
representation or warranty required to be made or furnished by VG Funding or the
Servicer or the waiver by Funding of any provision herein contained or contained
in any Purchase Agreement shall not be deemed to be a waiver of any breach of
any other covenant, agreement, representation, warranty or provision herein
contained, nor shall any waiver or any custom or practice which may evolve
between the parties in the administration of the terms hereof or of any Purchase
Agreement, be construed to lessen the right of Funding to insist upon the
performance by VG Funding 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 VG Funding or Funding, as the case may be,
addressed as set forth in the related Purchase Agreement or at such other
address as either party may hereafter designate by notice to the other party.
Notice given in any such communication, mailed to VG Funding or Funding by
appropriately addressed registered mail, shall be deemed to have been given on
the day following the date of such mailing.
SECTION 16. FORM OF INSTRUMENTS
All instruments and documents delivered in connection with these Master
Terms and any Purchase Agreement, and all proceedings to be taken in connection
with these Master Terms and any Purchase Agreement, and the transactions
contemplated herein and therein, shall be in a form as set forth in the
attachments hereto, and Funding shall have received copies of such documents as
it or its counsel shall reasonably request in connection therewith. Any
instrument or document which is substantially in the same form as an attachment
hereto or a recital herein will be deemed to be satisfactory as to form.
SECTION 17. AMENDMENT
These Master Terms, any Purchase Agreement, any ▇▇▇▇ of Sale and any
document or instrument delivered in accordance herewith or therewith may be
amended by the parties thereto without the consent of the related Noteholders
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions in the related document or modifying in any
manner the rights of such Noteholders; provided that such action will not, in
the opinion of counsel satisfactory to the related Indenture Trustee, materially
and adversely affect the interest of any such Noteholder.
These Master Terms, any Purchase Agreement and any document or instrument
delivered in accordance herewith or therewith may also be amended from time to
time by VG Funding, the VG Funding Eligible Lender Trustee, the Interim Eligible
Lender Trustee and Funding, with the consent of the Noteholders of Notes
evidencing a majority of the Outstanding Amount of the Notes, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions in the related document or modifying in any manner the rights of the
Noteholders; provided, however, that no such amendment shall (a) increase or
reduce in any manner the amount of, or accelerate or delay the time of,
collections of payments with respect to
22
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 Interim
Eligible Lender Trustee shall furnish written notification of the substance of
such amendment or consent to the Indenture Trustee and each of the Rating
Agencies.
It shall not be necessary for the consent of Noteholders pursuant to this
Section 17 to approve the particular form of any proposed amendment or consent,
but it shall be sufficient if such consent shall approve the substance thereof.
Prior to the execution of any amendment to these Master Terms, the Interim
Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that execution of such amendment is authorized or permitted by
these Master Terms and the Opinion of Counsel referred to in Section 7.1(i)(i)
of the Administration Agreement. The Interim Eligible Lender Trustee may, but
shall not be obligated to, enter into any such amendment which affects the
Interim Eligible Lender Trustee's own rights, duties or immunities under these
Master Terms or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Terms, VG Funding,
the Servicer, the VG Funding Eligible Lender Trustee and the Interim Eligible
Lender Trustee shall not acquiesce, petition or otherwise invoke or cause
Funding to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against Funding under any Federal or
state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignees, trustee, custodian, sequestrator or other similar
official of Funding or any substantial part of its property, or ordering the
winding up or liquidation of the affairs of Funding.
SECTION 19. GOVERNING LAW
These Master Terms and any Purchase Agreement shall be governed by and
construed in accordance with the laws of the State of New York without reference
to its conflict of law provisions, and the obligations, rights and remedies of
the parties, hereunder shall be determined in accordance with such laws.
23
IN WITNESS WHEREOF, the parties hereto have caused these Master Terms to be
duly executed by their respective officers hereunto duly authorized, as of the
day and year first above written.
VG FUNDING LLC SLM FUNDING LLC
(Seller) (Purchaser)
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------- --------------------------------
Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, NATIONAL ASSOCIATION,
not in its individual capacity but solely not in its individual capacity but
as VG Funding Eligible Lender Trustee solely as Interim Eligible Lender
Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------- --------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
▇▇▇▇▇▇ ▇▇▇, INC.
(Servicer)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
24
Exhibit A
INITIAL PURCHASE AGREEMENT
Dated as of June 10, 2004
PURCHASE AGREEMENT NUMBER 1
Pursuant to the Master Terms (as defined below), each of Chase Manhattan
Bank USA, National Association, as Interim Eligible Lender Trustee (the "VG
Funding Eligible Lender Trustee") for VG Funding, LLC ("VG Funding") the
Servicer and VG Funding hereby offers for sale to Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of SLM
Funding LLC ("Funding") under the Interim Trust Agreement dated as of June 1,
2004 between Funding and the Interim Eligible Lender Trustee, the entire right,
title and interest of VG Funding in the Loans described in the related ▇▇▇▇ of
Sale and the related Loan Transmittal Summary Form incorporated herein and, to
the extent indicated below, the Interim Eligible Lender Trustee for the benefit
of Funding accepts VG Funding'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 Delinquent as of the Statistical Cutoff Date, which date shall be May 24,
2004.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, each of VG Funding and the VG
Funding Eligible Lender Trustee hereby sells to the Interim Eligible Lender
Trustee for the benefit of Funding the entire right, title and interest of VG
Funding and the VG Funding Eligible Lender Trustee in the Initial Loans accepted
for purchase, subject to all the terms and conditions of the Purchase Agreement
Master Securitization Terms Number 1000 (the "Master Terms") and any amendments
thereto, incorporated herein by reference, among VG Funding, the VG Funding
Eligible Lender Trustee, Funding, and the Interim Eligible Lender Trustee. The
Initial Payment for the Loans shall equal $974,251,541.42 equal to
$964,605,486.55 (representing the Principal Balance of the Loans accepted for
purchase) multiplied by 101%.
This document shall constitute the Initial Purchase Agreement referred to
in the Master Terms and, except as modified herein, each term used herein shall
have the same meaning as in the Master Terms. All references in the Master Terms
to Loans or Initial Loans or to Purchased Loans, as applicable, shall be deemed
to refer to the Loans governed by this Initial Purchase Agreement. VG Funding
hereby makes the representations and warranties set forth in Sections 5(A) and
(B) of the Master Terms and the Servicer hereby makes the representations and
warranties set forth in Section 5(C) of the Master Terms regarding the Initial
Loans described in the Initial ▇▇▇▇ of Sale and the related Loan Transmittal
Summary Form, in each case as of the applicable date specified in the Master
Terms.
Each of VG Funding and the VG Funding Eligible Lender Trustee for the
benefit of VG Funding authorizes the Interim Eligible Lender Trustee for the
benefit of Funding to use a copy of the Initial ▇▇▇▇ of Sale, including the Loan
Transmittal Summary Form attached to the Initial ▇▇▇▇ of Sale (in lieu of OE
Form 1074), as official notification to the applicable Guarantor of assignment
to the Interim Eligible Lender Trustee on behalf of Funding of the Loans
purchased pursuant hereto on the Closing Date.
1
The parties hereto intend that the transfer of Purchased Loans described in
the Initial ▇▇▇▇ of Sale and related Loan Transmittal Summary Form be, and be
construed as, a valid sale of such Purchased Loans from VG Funding and the VG
Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim
Eligible Lender Trustee for the benefit of Funding. However, in the event that
notwithstanding the intention of the parties, such transfer is deemed to be a
transfer for security, then each of VG Funding and the VG Funding Eligible
Lender Trustee hereby grants to the Interim Eligible Lender Trustee for the
benefit of Funding a first priority security interest in and to all Purchased
Loans described in the Initial ▇▇▇▇ of Sale and related Loan Transmittal Summary
Form to secure a loan in an amount equal to the Purchase Price of such Purchased
Loans.
2
IN WITNESS WHEREOF, the parties hereto have caused this Initial Purchase
Agreement Number 1 to be duly executed by their respective officers hereunto
duly authorized, as of the day and year first above written.
VG FUNDING, LLC
(Seller)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
SLM FUNDING LLC
(Purchaser)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, not in
its individual capacity but solely
as VG Funding Eligible Lender
Trustee
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, not in
its individual capacity but
solely as Interim Eligible Lender
Trustee
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
3
▇▇▇▇▇▇ ▇▇▇, INC.
(Servicer)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
4
INITIAL PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED JUNE 10, 2004
Chase Manhattan Bank USA, National Association, as Interim Eligible Lender
Trustee (the "VG Funding Eligible Lender Trustee") for the benefit of VG
Funding, LLC ("VG Funding"), by execution of this instrument, hereby endorses
the attached promissory note which is one (1) of the promissory notes (the
"Notes") described in the Initial ▇▇▇▇ of Sale executed by the VG Funding
Eligible Lender Trustee in favor of Chase Manhattan Bank USA, National
Association, as the Interim Eligible Lender Trustee for the benefit of SLM
Funding LLC ("Funding"). This endorsement is in blank, unrestricted form and
without recourse except as provided in Section 6 of the Master Terms referred to
in the Initial Purchase Agreement among VG Funding, the VG Funding Eligible
Lender Trustee, Servicer Funding and the Interim Eligible Lender Trustee which
covers the promissory note.
This endorsement may be effected by attaching either this instrument or a
facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, the VG Funding Eligible Lender Trustee for
the benefit of VG Funding agrees to individually endorse each Note in the form
provided by Funding as Funding may from time to time require or if such
individual endorsement is required by the Guarantor of the Note.
THE SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS,
CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN
THE INITIAL PURCHASE AGREEMENT. BY EXECUTION HEREOF, VG FUNDING ACKNOWLEDGES
THAT VG FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS,
CONDITIONS AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT. THE SALE AND
PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO VG FUNDING OF THE
INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY
VG FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL ▇▇▇▇ OF
SALE.
1
IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement
to be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
------------------------------------- ----------------------------------------
SELLER PURCHASER
------------------------------------- ----------------------------------------
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim capacity but solely as Interim Eligible
Eligible Lender Trustee for the Lender Trustee for the benefit of SLM
benefit of VG Funding Funding LLC
By: By:
--------------------------------- ------------------------------------
(Signature of Authorized Signatory (Signature of Authorized Signatory
for Seller) for Purchaser)
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ --------------------------------
Date of Purchase:
----------------------
------------------------------------- ----------------------------------------
2
Exhibit B
INITIAL ▇▇▇▇ OF SALE DATED JUNE 10, 2004
The undersigned seller ("VG Funding") and Chase Manhattan Bank USA,
National Association, as Interim Eligible Lender Trustee for the benefit of VG
funding (the "VG Funding Eligible Lender Trustee"), for value received and
pursuant to the terms and conditions of Purchase Agreement Number 1 (the
"Purchase Agreement") among SLM Funding LLC ("Funding"), Servicer and Chase
Manhattan Bank USA, National Association, as Interim Eligible Lender Trustee for
the benefit of Funding under the Interim Trust Agreement dated as of June 1,
2004 between Funding and the Interim Eligible Lender Trustee, does hereby sell,
assign and convey to the Interim Eligible Lender Trustee for the benefit of
Funding and its assignees all right, title and interest of VG Funding and the VG
Funding Eligible Lender Trustee, including the insurance interest of VG Funding
and the VG Funding Eligible Lender Trustee under the Federal Family Education
Loan Program (20 U.S.C. 1071 et seq.), that the Interim Eligible Lender Trustee
for the benefit of Funding has accepted for purchase. The portfolio of Initial
Loans accepted for purchase by the Interim Eligible Lender Trustee for the
benefit of Funding and the effective date of sale and purchase are described
below and the individual accounts are listed on the Schedule A attached hereto.
VG Funding hereby makes the representations and warranties set forth in
Section 5(A) and (B) Servicer as set forth in Section 5(C) of the Purchase
Agreement Master Securitization Terms Number 1000 incorporated by reference in
the Initial Purchase Agreement. VG Funding and the VG Funding Eligible Lender
Trustee authorize the Interim Eligible Lender Trustee on behalf of Funding to
use a copy of this document (in lieu of OE Form 1074) as official notification
to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the
benefit of Funding of the Initial Loans on the date of purchase.
LISTING OF LOANS ON FOLLOWING PAGE
1
CERTAIN OTHER LOAN CRITERIA
.. Not in claims status, not previously rejected
.. Not in litigation
.. Last disbursement was on or before the related Cutoff Date
.. Loan is not swap-pending
*Based upon VG Funding's estimated calculations, which may be adjusted upward or
downward based upon VG Funding's reconciliation.
** Includes interest to be capitalized.
2
Guarantor(s): [SLM TO ADVISE RE: SPLIT AMONG SELLERS]
American Student Assistance
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Educational Credit Management Corporation of Virginia
Florida Bureau of Student Financial Assistance
Georgia Higher Education Assistance Corporation
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kentucky Higher Education Assistance Authority
Louisiana Office of Student Financial Assistance
Michigan Guaranty Agency
Montana Guaranteed Student Loan Program
Nebraska Student Loan Program
New Jersey Office of Student Assistance
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma Guaranteed Student Loan Program
Oregon State Scholarship Commission
Pennsylvania Higher Education Assistance Agency
Student Loan Guarantee Foundation of Arkansas, Inc.
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
3
IN WITNESS WHEREOF, the parties hereto have caused this Initial ▇▇▇▇ of Sale to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
------------------------------------- ----------------------------------------
SELLER PURCHASER
------------------------------------- ----------------------------------------
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim capacity but solely as Interim Eligible
Eligible Lender Trustee for the Lender Trustee for the benefit of SLM
benefit of VG Funding Funding LLC
By: By:
--------------------------------- ------------------------------------
(Signature of Authorized Signatory (Signature of Authorized Signatory
for Seller) for Purchaser)
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ --------------------------------
Date of Purchase:
----------------------
------------------------------------- ----------------------------------------
4
Exhibit C
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
---
Dated as of [ ], 2004
---
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
---
Each of VG Funding, LLC ("VG Funding") and Chase Manhattan Bank USA,
National Association, as Interim Eligible Lender Trustee (the "VG Funding
Eligible Lender Trustee") for VG Funding hereby offers for sale to Chase
Manhattan Bank USA, National Association, as Interim Eligible Lender Trustee for
the benefit of SLM Funding, LLC ("Funding"), under the Interim Trust Agreement
dated as of June 1, 2004 between the Purchaser and the Interim Eligible Lender
Trustee, the entire right, title and interest of VG Funding in the Loans
described in the related Additional ▇▇▇▇ of Sale and the related Loan
Transmittal Summary Form incorporated herein, and, to the extent indicated
below, the Interim Eligible Lender Trustee for the benefit of Funding accepts VG
Funding's offer.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, each of VG Funding and the VG
Funding Eligible Lender Trustee hereby sells to the Interim Eligible Lender
Trustee for the benefit of Funding the entire right, title and interest of VG
Funding and the VG Funding Eligible Lender Trustee in the Loans accepted for
purchase, subject to all the terms and conditions of the Purchase Agreement
Master Securitization Terms Number 1000, dated June 10, 2004 (the "Master
Terms"), and any amendments thereto permitted by its terms, incorporated herein
by reference, among VG Funding, Servicer, the VG Funding Eligible Lender
Trustee, Funding and the Interim Eligible Lender Trustee. The applicable
Additional Loans Purchase Price shall be $[ ].
-------
This document shall constitute an Additional Purchase Agreement as referred
to in the Master Terms and, except as modified herein, each term used herein
shall have the same meaning as in the Master Terms. All references in the Master
Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall
be deemed to refer to the Additional Loans governed by this Additional Purchase
Agreement. VG Funding hereby makes the representations and warranties set forth
in Sections 5(A) and (B) of the Master Terms and the Servicer hereby makes the
representations and warranties set forth in section 5(C) of the Master Terms
regarding the Additional Loans described in the related Additional ▇▇▇▇ of Sale
and the related Loan Transmittal Summary Form, as of the applicable date
indicated in the Master Terms.
VG Funding authorizes the Interim Eligible Lender Trustee for the benefit
of the Purchaser to use a copy of the related Additional ▇▇▇▇ of Sale, including
the Loan Transmittal Summary Form attached to such Additional ▇▇▇▇ of Sale (in
lieu of OE Form 1074), as official notification to the applicable Guarantor of
assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser of
the Loans purchased pursuant hereto on the date of purchase.
1
The parties hereto intend that the transfer of Additional Loans described
in the related Additional ▇▇▇▇ of Sale and related Loan Transmittal Summary Form
be, and be construed as, a valid sale of such Purchased Loans from VG Funding
and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the
Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in
the event that notwithstanding the intention of the parties, such transfer is
deemed to be a transfer for security, then each of VG Funding and the VG Funding
Eligible Lender Trustee for the benefit of VG Funding hereby grants to the
Interim Eligible Lender Trustee for the benefit of the Purchaser a first
priority security interest in and to all Additional Loans described in the
related Additional ▇▇▇▇ of Sale and related Loan Transmittal Summary Form to
secure a loan in an amount equal to the Purchase Price of such Purchased Loans.
IN WITNESS WHEREOF, the parties hereto have caused this Additional Purchase
Agreement Number [ ] to be duly executed by their respective officers hereunto
duly authorized, as of the day and year first above written.
VG FUNDING, LLC
(Seller)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SLM FUNDING LLC
(Purchaser)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, not in its
individual capacity but solely as VG
Funding Eligible Lender Trustee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
2
CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, not in its
individual capacity but solely as
Interim Eligible Lender Trustee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
▇▇▇▇▇▇ ▇▇▇, INC.
(Servicer)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
3
ADDITIONAL PURCHASE AGREEMENT NUMBER [ ]
---
[ ] BLANKET ENDORSEMENT DATED [ ], 2004
--- ---
Chase Manhattan Bank USA, National Association, as Interim Eligible Lender
Trustee (the "VG Funding Eligible Lender Trustee") for the benefit of VG
Funding, LLC ("VG Funding"), by execution of this instrument, hereby endorses
the attached promissory note which is one (1) of the promissory notes (the
"Notes") described in the Additional ▇▇▇▇ of Sale executed by the VG Funding
Eligible Lender Trustee in favor of Chase Manhattan Bank USA, National
Association, as the Interim Eligible Lender Trustee for the benefit of SLM
Funding LLC ("Funding"). This endorsement is in blank, unrestricted form and
without recourse except as provided in Section 6 of the Master Terms referred to
in the Additional Purchase Agreement among VG Funding, the VG Funding Eligible
Lender Trustee, Servicer Funding and the Interim Eligible Lender Trustee which
covers the promissory note (the "Additional Purchase Agreement").
This endorsement may be effected by attaching either this instrument or a
facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, the VG Funding Eligible Lender Trustee for
the benefit of VG Funding agrees to individually endorse each Note in the form
provided by Funding as Funding may from time to time require or if such
individual endorsement is required by the Guarantor of the Note.
THE SALE AND PURCHASE OF THE ADDITIONAL LOANS SHALL BE SUBJECT TO THE TERMS,
CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN
THE RELATED ADDITIONAL PURCHASE AGREEMENT. BY EXECUTION HEREOF, VG FUNDING
ACKNOWLEDGES THAT VG FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL
TERMS, CONDITIONS AND COVENANTS OF THE ADDITIONAL PURCHASE AGREEMENT. THE SALE
AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO VG FUNDING OF THE
ADDITIONAL LOANS PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY VG FUNDING AND
FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE ADDITIONAL ▇▇▇▇ OF SALE.
1
IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement
to be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
------------------------------------- ----------------------------------------
SELLER PURCHASER
------------------------------------- ----------------------------------------
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim capacity but solely as Interim Eligible
Eligible Lender Trustee for the Lender Trustee for the benefit of SLM
benefit of VG Funding Funding LLC
By: By:
--------------------------------- ------------------------------------
(Signature of Authorized Signatory (Signature of Authorized Signatory
for Seller) for Purchaser)
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ --------------------------------
Date of Purchase:
----------------------
------------------------------------- ----------------------------------------
2
Exhibit D
ADDITIONAL ▇▇▇▇ OF SALE
DATED [ ], 2004
--------
The undersigned seller ("VG Funding") and Chase Manhattan Bank USA,
National Association, as Interim Eligible Lender Trustee for the benefit of VG
Funding (the "VG Funding Eligible Lender Trustee"), for value received and
pursuant to the terms and conditions of Additional Purchase Agreement
Number [ ]
--
(the "Purchase Agreement") among SLM Funding LLC ("Funding"), and Chase
Manhattan Bank USA, National Association, as Interim Eligible Lender Trustee for
the benefit of Funding under the Interim Trust Agreement dated as of June 1,
2004 between Funding and the Interim Eligible Lender Trustee, does hereby sell,
assign and convey to the Interim Eligible Lender Trustee for the benefit of
Funding and its assignees all right, title and interest of VG Funding, including
the insurance interest of VG Funding and the VG Funding Eligible Lender Trustee
under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), that
the Interim Eligible Lender Trustee for the benefit of Funding has accepted for
purchase. The portfolio of Additional Loans accepted for purchase by the Interim
Eligible Lender Trustee for the benefit of Funding and the effective date of
sale and purchase are described below and the individual accounts are listed on
the Schedule A attached hereto.
VG Funding hereby makes the representations and warranties set forth in
Section 5(A) and (B) of the Purchase Agreement Master Securitization Terms
Number 1000 incorporated by reference in the Additional Purchase Agreement
related hereto. VG Funding and the VG Funding Eligible Lender Trustee authorize
the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this
document (in lieu of OE Form 1074) as official notification to the Guarantor(s)
of assignment to the Interim Eligible Lender Trustee for the benefit of Funding
of the portfolio of Additional Loans accepted for purchase, on the Purchase
Date.
LISTING OF LOANS ON FOLLOWING PAGE
1
CERTAIN OTHER LOAN CRITERIA
.. Not in claims status, not previously rejected
.. Not in litigation
.. Last disbursement was on or before the related Subsequent Cutoff Date
.. Loan is not swap-pending
*Based upon VG Funding's estimated calculations, which may be adjusted upward or
downward based upon VG Funding's reconciliation.
** Includes interest to be capitalized.
2
Guarantor(s):
[TO BE PROVIDED]
3
IN WITNESS WHEREOF, the parties hereto have caused this Additional ▇▇▇▇ of
Sale to be duly executed by their respective officers hereunto duly authorized,
as of the day and year first above written.
------------------------------------- ----------------------------------------
SELLER PURCHASER
------------------------------------- ----------------------------------------
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim capacity but solely as Interim Eligible
Eligible Lender Trustee for the Lender Trustee for the benefit of SLM
benefit of VG Funding Funding LLC
By: By:
--------------------------------- ------------------------------------
(Signature of Authorized Signatory (Signature of Authorized Signatory
for Seller) for Purchaser)
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ --------------------------------
Date of Purchase:
----------------------
------------------------------------- ----------------------------------------
4
Annex I
LOAN TRANSMITTAL SUMMARY FORM
Principal Balance
Additional Loans as of the related Subsequent Cutoff Date Purchase Price
---------------- ---------------------------------------- --------------
5