Date of Report (Date of Earliest Event Reported):
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February 14, 2013
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Delaware
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333-166301
333-166301-11
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04-3480392
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_____________________
(State or other jurisdiction
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_____________
(Commission
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______________
(I.R.S. Employer
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of incorporation)
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File Number)
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Identification Number)
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c/o Deutsche Bank Trust Company Americas
60 Wall Street, 27th Floor
Mailstop NYC60-2720
New York, New York 10005
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||
_________________________________
(Address of principal executive offices)
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Issuer’s telephone number, including area code:
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703 984-5858
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Exhibit
Number
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Description
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1.1
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Underwriting Agreement relating to the Notes, dated February 4, 2013, by and among SLM Funding, ECFC, SLM Corporation and the Representatives.
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1.2
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Pricing Agreement relating to the Notes, dated February 5, 2013, by and among SLM Funding, ECFC, SLM Corporation and the Representatives.
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4.1
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Amended and Restated Trust Agreement, dated as of February 14, 2013, by and among SLM Funding, the Eligible Lender Trustee, the Indenture Trustee and the Delaware Trustee.
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4.2
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SLM Funding Interim Trust Agreement, dated as of February 14, 2013, by and between SLM Funding and the Interim Eligible Lender Trustee.
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4.3
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Bluemont Funding Interim Trust Agreement, dated as of February 14, 2013, by and between Bluemont Funding and the Bluemont Funding Eligible Lender Trustee.
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4.4
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Town Center Interim Trust Agreement, dated as of February 14, 2013, by and between Town Center Funding and the Town Center Funding Eligible Lender Trustee.
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4.5
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Town Hall Interim Trust Agreement, dated as of February 14, 2013, by and between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee.
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4.6
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VL Funding Interim Trust Agreement, dated as of February 14, 2013, by and between VL Funding and the VL Funding Eligible Lender Trustee.
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4.7
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Indenture, dated as of February 14, 2013, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee.
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5.1*
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Opinion of Richards, Layton & Finger, P.A., dated February 14, 2013, with respect to due authorization and enforceability of the Notes.
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99.1
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Purchase Agreement, dated as of February 14, 2013, by and among SLM Funding, the Interim Eligible Lender Trustee and ECFC.
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99.2
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Purchase Agreement, dated as of February 14, 2013, by and among Bluemont Funding, the Bluemont Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
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99.3
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Purchase Agreement, dated as of February 14, 2013, by and among Town Center Funding, the Town Center Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
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99.4
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Purchase Agreement, dated as of February 14, 2013, by and among Town Hall Funding, the Town Hall Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
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99.5
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Purchase Agreement, dated as of February 14, 2013, by and among VL Funding, the VL Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
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99.6
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Sale Agreement, dated as of February 14, 2013, by and among SLM Funding, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Trust.
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99.7
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Administration Agreement, dated as of February 14, 2013, by and among the Trust, the Administrator, SLM Funding, the Eligible Lender Trustee, the Servicer and the Indenture Trustee.
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99.8
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Servicing Agreement, dated as of February 14, 2013, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee.
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SLM STUDENT LOAN TRUST 2013-1
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By: SLM Funding LLC
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Dated: February 14, 2013
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By: /s/ Mark D. Rein
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Name: Mark D. Rein
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Title: Vice President
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Exhibit
Number
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Description
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1.1
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Underwriting Agreement relating to the Notes, dated February 4, 2013, by and among SLM Funding, ECFC, SLM Corporation and the Representatives.
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1.2
|
Pricing Agreement relating to the Notes, dated February 5, 2013, by and among SLM Funding, ECFC, SLM Corporation and the Representatives.
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4.1
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Amended and Restated Trust Agreement, dated as of February 14, 2013, by and among SLM Funding, the Eligible Lender Trustee, the Indenture Trustee and the Delaware Trustee.
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4.2
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SLM Funding Interim Trust Agreement, dated as of February 14, 2013, by and between SLM Funding and the Interim Eligible Lender Trustee.
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4.3
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Bluemont Funding Interim Trust Agreement, dated as of February 14, 2013, by and between Bluemont Funding and the Bluemont Funding Eligible Lender Trustee.
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4.4
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Town Center Interim Trust Agreement, dated as of February 14, 2013, by and between Town Center Funding and the Town Center Funding Eligible Lender Trustee.
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4.5
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Town Hall Interim Trust Agreement, dated as of February 14, 2013, by and between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee.
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4.6
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VL Funding Interim Trust Agreement, dated as of February 14, 2013, by and between VL Funding and the VL Funding Eligible Lender Trustee.
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4.7
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Indenture, dated as of February 14, 2013, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee.
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5.1*
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Opinion of Richards, Layton & Finger, P.A., dated February 14, 2013, with respect to due authorization and enforceability of the Notes.
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99.1
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Purchase Agreement, dated as of February 14, 2013, by and among SLM Funding, the Interim Eligible Lender Trustee and ECFC.
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99.2
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Purchase Agreement, dated as of February 14, 2013, by and among Bluemont Funding, the Bluemont Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
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99.3
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Purchase Agreement, dated as of February 14, 2013, by and among Town Center Funding, the Town Center Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
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99.4
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Purchase Agreement, dated as of February 14, 2013, by and among Town Hall Funding, the Town Hall Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
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99.5
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Purchase Agreement, dated as of February 14, 2013, by and among VL Funding, the VL Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer.
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99.6
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Sale Agreement, dated as of February 14, 2013, by and among SLM Funding, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Trust.
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99.7
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Administration Agreement, dated as of February 14, 2013, by and among the Trust, the Administrator, SLM Funding, the Eligible Lender Trustee, the Servicer and the Indenture Trustee.
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99.8
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Servicing Agreement, dated as of February 14, 2013, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee.
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Very truly yours,
SLM Funding LLC
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|||
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By: | /s/ Mark D. Rein | ||
Name: Mark D. Rein
Title: Vice President
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|||
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SLM Education Credit Finance Corporation
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|||
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|||
By: | /s/ Mark D. Rein | ||
Name: Mark D. Rein
Title: Vice President
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|||
Accepted and agreed with respect to Sections 2(h), 5(g), 6(b), 9, 11, 12 and 14 of this Agreement:
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|||
SLM Corporation
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|||
By: | /s/ Stephen O’Connell | ||
Name: | Stephen O’Connell | ||
Title: | Authorized Agent | ||
Underwriter
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Class ___
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Class ___
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Class ___
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|
Principal
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Date from Which
|
|
Delivery Date
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Amount
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Interest Accrues
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....................., 20..
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$.............
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....................., 20..
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....................., 20..
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$.............
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....................., 20..
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Very truly yours,
SLM Funding LLC
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|||
By: | /s/ Mark D. Rein | ||
Name: Mark D. Rein | |||
Title: Vice President | |||
SLM Education Credit Finance Corporation | |||
By: | /s/ Mark D. Rein | ||
Name: Mark D. Rein | |||
Title: Vice President | |||
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|||
Accepted and agreed with respect to Sections 2(h), 5(g), 6(b), 9, 11, 12 and 14 of the Underwriting Agreement:
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|||
SLM Corporation | |||
By: | /s/ Stephen O'Connell | ||
Name: Stephen O'Connell | |||
Title: Authorized Agent | |||
Underwriters
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Class A-1
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Class A-2
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Class A-3
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Class B
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||||||||||||
J.P. Morgan Securities LLC
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$ | 112,000,000 | $ | 158,400,000 | $ | 215,200,000 | $ | 14,000,000 | ||||||||
Merrill Lynch, Pierce, Fenner and Smith Incorporated
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$ | 84,000,000 | $ | 118,800,000 | $ | 161,400,000 | $ | 10,500,000 | ||||||||
RBC Capital Markets, LLC
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$ | 84,000,000 | $ | 118,800,000 | $ | 161,400,000 | $ | 10,500,000 | ||||||||
Total
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$ | 280,000,000 | $ | 396,000,000 | $ | 538,000,000 | $ | 35,000,000 |
Title of each Class of Designated Securities:
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||
Floating Rate Class A-1 Student Loan-Backed Notes | ||
(for purposes of this Schedule II, “Class A-1”)
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||
Floating Rate Class A-2 Student Loan-Backed Notes | ||
(for purposes of this Schedule II, “Class A-2”)
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||
Floating Rate Class A-3 Student Loan-Backed Notes | ||
(for purposes of this Schedule II, “Class A-3”)
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||
Floating Rate Class B Student Loan-Backed Notes | ||
(for purposes of this Schedule II, “Class B”)
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||
Aggregate principal amount of each Class:
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||
Class A-1:
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$280,000,000
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|
Class A-2:
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$396,000,000
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Class A-3:
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$538,000,000
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Class B:
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$35,000,000
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|
Price to Public of each Class:
|
||
Class A-1:
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99.97989%
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|
Class A-2:
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100.00000%
|
|
Class A-3:
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100.00000%
|
|
Class B:
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96.46216%
|
|
Purchase Price by Underwriters of each Class:
|
||
Class A-1:
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99.84989%
|
|
Class A-2:
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99.85000%
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|
Class A-3:
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99.80000%
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|
Class B:
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96.21216%
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Specified Funds for Payment of Purchase Price: Immediately Available Funds
|
||
Indenture: Indenture, dated as of February 14, 2013, among Deutsche Bank National Trust Company, as Indenture Trustee, the SLM Student Loan Trust 2013-1, and Deutsche Bank Trust Company Americas, as Eligible Lender Trustee.
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||
Maturity:
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||
Class A-1:
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February 27, 2017
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Class A-2:
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September 25, 2019
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Class A-3:
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May 26, 2026
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Class B:
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November 25, 2043
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Interest Rate:
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||
Class A-1:
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1/2 month LIBOR* plus 0.15%
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Class A-2:
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1/2 month LIBOR* plus 0.25%
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Class A-3:
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1/2 month LIBOR* plus 0.55%
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Class B:
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1/2 month LIBOR* plus 1.80%
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* As to initial Accrual Period; thereafter, One-month LIBOR.
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Form of Designated Securities:
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Book-Entry (DTC, Clearstream, Luxembourg and/or Euroclear)
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Time of Delivery:
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February 14, 2013
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Closing location for delivery of Designated Securities:
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Sallie Mae, Inc.
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2001 Edmund Halley Drive
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Reston, Virginia 20191
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Names and addresses of Representatives:
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J.P. Morgan Securities LLC
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383 Madison Ave, 31st Floor
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New York, New York 10179
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Attention:
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Eric Wiedelman
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Email:
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eric.wiedelman@jpmorgan.com
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Merrill Lynch, Pierce, Fenner and Smith Incorporated
|
||
NY1-100-04-01
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One Bryant Park
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New York, New York 10036
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Attention:
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Brian Kane
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Email:
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brian.f.kane@bofasecurities.com
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RBC Capital Markets, LLC
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3 World Financial Center
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200 Vesey Street, 8th Floor
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New York, New York 10281
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Attention:
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Rich Lawrence
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Email:
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richard.lawrence@rbccm.com
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Page
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ARTICLE I
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SECTION 1.1
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Definitions and Usage
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1
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ARTICLE II ORGANIZATION
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SECTION 2.1
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Creation of Trust; Name
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1
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SECTION 2.2
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Office
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2
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SECTION 2.3
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Purposes and Powers
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2
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SECTION 2.3A
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Covenants of the Trust
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3
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SECTION 2.4
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Appointment of Eligible Lender Trustee and Delaware Trustee
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3
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SECTION 2.5
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Initial Capital Contribution of Trust Estate
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3
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SECTION 2.6
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Declaration of Trust
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4
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SECTION 2.7
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Liability of the Holder of the Excess Distribution Certificate
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4
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SECTION 2.8
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Title to Trust Property
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4
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SECTION 2.9
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Representations, Warranties and Covenants of the Depositor
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4
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SECTION 2.10
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Intentionally Omitted
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5
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SECTION 2.11
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Authorization of Administrator
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5
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ARTICLE III BENEFICIAL OWNERSHIP AND EXCESS DISTRIBUTION CERTIFICATE
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SECTION 3.1
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Initial Beneficial Ownership
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5
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SECTION 3.2
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Corporate Trust Office
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6
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SECTION 3.3
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The Excess Distribution Certificate
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6
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ARTICLE IV ACTIONS BY ELIGIBLE LENDER TRUSTEE
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SECTION 4.1
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Prior Notice to the Holder of the Excess Distribution Certificate With Respect to Certain Matters
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11
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SECTION 4.2
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Action with Respect to Sale of the Trust Student Loans
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12
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SECTION 4.3
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Action with Respect to Bankruptcy
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12
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SECTION 4.4
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Restrictions
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12
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ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
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||
SECTION 5.1
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Application of Trust Funds
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12
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SECTION 5.2
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Method of Payment
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12
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SECTION 5.3
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No Segregation of Moneys; No Interest
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13
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SECTION 5.4
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Reports to the Holder of the Excess Distribution Certificate, the Internal Revenue Service and Others
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13
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ARTICLE VI AUTHORITY AND DUTIES OF ELIGIBLE LENDER TRUSTEE
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||
SECTION 6.1
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General Authority
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13
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SECTION 6.2
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General Duties
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14
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SECTION 6.3
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Action Upon Instruction
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14
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SECTION 6.4
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No Duties Except as Specified in this Agreement or in Instructions
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15
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SECTION 6.5
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No Action Except Under Specified Documents or Instructions
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15
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SECTION 6.6
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Restrictions
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15
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ARTICLE VII CONCERNING THE ELIGIBLE LENDER TRUSTEE AND THE DELAWARE TRUSTEE
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SECTION 7.1
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Acceptance of Trusts and Duties
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16
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SECTION 7.2
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Intentionally Omitted
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17
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SECTION 7.3
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Representations and Warranties of the Eligible Lender Trustee and the Delaware Trustee
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17
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SECTION 7.4
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Reliance; Advice of Counsel
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18
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SECTION 7.5
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Not Acting in Individual Capacity
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19
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SECTION 7.6
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Eligible Lender Trustee and the Delaware Trustee Not Liable for Excess Distribution Certificate or Trust Student Loans
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19
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SECTION 7.7
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Eligible Lender Trustee or Delaware Trustee May Own Notes
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20
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SECTION 7.8
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Duties of the Delaware Trustee
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20
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ARTICLE VIII COMPENSATION AND INDEMNITY OF THE TRUSTEES
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||
SECTION 8.1
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Eligible Lender Trustee’s Fees and Delaware Trustee’s Expenses
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20
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SECTION 8.2
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Payments to the Eligible Lender Trustee and to the Delaware Trustee
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21
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SECTION 8.3
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Indemnity
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21
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ARTICLE IX TERMINATION OF TRUST AGREEMENT
|
||
SECTION 9.1
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Termination of Trust Agreement
|
21
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ARTICLE X SUCCESSOR ELIGIBLE LENDER TRUSTEES AND DELAWARE
TRUSTEES AND ADDITIONAL ELIGIBLE LENDER TRUSTEES AND DELAWARE TRUSTEES
|
||
SECTION 10.1
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Eligibility Requirements for Eligible Lender Trustee and Delaware Trustee
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21
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SECTION 10.2
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Resignation or Removal of Eligible Lender Trustee
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22
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SECTION 10.3
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Successor Eligible Lender Trustee or Delaware Trustee
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23
|
SECTION 10.4
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Merger or Consolidation of Eligible Lender Trustee or Delaware Trustee
|
24
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SECTION 10.5
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Appointment of Co-Eligible Lender Trustee or Separate Eligible Lender Trustee
|
24
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ARTICLE XI MISCELLANEOUS
|
||
SECTION 11.1
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Supplements and Amendments
|
25
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SECTION 11.2
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No Legal Title to Trust Estate in Holder of the Excess Distribution Certificate
|
26
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SECTION 11.3
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Limitations on Rights of Others
|
26
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SECTION 11.4
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Notices
|
27
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SECTION 11.5
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Severability
|
27
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SECTION 11.6
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Separate Counterparts
|
27
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SECTION 11.7
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Successors and Assigns
|
27
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SECTION 11.8
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No Petition
|
27
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SECTION 11.9
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No Recourse
|
28
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SECTION 11.10
|
Headings
|
28
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SECTION 11.11
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Governing Law
|
28
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SECTION 11.12
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Waiver of Jury Trial
|
28
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ARTICLE XII COMPLIANCE WITH REGULATION AB
|
||
SECTION 12.1
|
Intent of the Parties; Reasonableness
|
28
|
(a)
|
the initiation of any material claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Student Loans) and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Student Loans);
|
(b)
|
the amendment of the Indenture by a supplemental indenture in circumstances where the consent of the Noteholders is required; or
|
(c)
|
the amendment of the Indenture by a supplemental indenture in circumstances where the consent of the Noteholders is not required and such amendment materially adversely affects the interests of the Excess Distribution Certificateholder.
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
SLM FUNDING LLC,
as the Depositor
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
DEUTSCHE BANK TRUST COMPANY DELAWARE,
not in its individual capacity but solely as Delaware Trustee
By: /s/ Elizabeth B. Ferry
Name: Elizabeth B. Ferry
Title: Vice President
By: /s/ David Dwyer
Name: David Dwyer
Title: Vice President
|
|
1.
|
As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer.
|
|
2.
|
In connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary basis $____________1 in securities (except for the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.
|
|
___
|
Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended.
|
|
___
|
Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
|
|
___
|
Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
|
|
1
|
Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities.
|
|
___
|
Broker-dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
|
|
___
|
Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, territory or the District of Columbia.
|
|
___
|
State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.
|
|
___
|
ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.
|
|
___
|
Investment Advisor. The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.
|
|
___
|
Small Business Investment Company. The Buyer is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
|
|
___
|
Business Development Company. The Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.
|
|
___
|
Qualified Institutional Buyers. The Buyer owned and/or invested on a discretionary basis less than $100,000,000, but it is an entity in which all of the equity owners are qualified institutional buyers.
|
|
3.
|
The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities owned but subject to a repurchase agreement and (viii) currency, interest rate and commodity swaps.
|
|
4.
|
For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph, except (i) where the Buyer reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such
|
|
subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer’s direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934, as amended.
|
|
5.
|
The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificate are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.
|
|
6.
|
Until the date of purchase of the Rule 144A Securities, the Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer’s purchase of the Certificate will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Buyer is a bank or savings and loan is provided above, the Buyer agrees that it will furnish to such parties updated annual financial statements promptly after they become available.
|
|
1.
|
As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser.
|
|
2.
|
In connection with purchases by Buyer, the Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer’s Family of Investment Companies, the cost of such securities was used, except (i) where the Buyer or the Buyer’s Family of Investment Companies reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market.
|
|
___
|
The Buyer owned $______________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).
|
|
___
|
The Buyer is part of a Family of Investment Companies which owned in the aggregate $_____________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).
|
|
3.
|
The term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).
|
|
4.
|
The term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer’s Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.
|
|
5.
|
The Buyer is familiar with Rule 144A and understands that the parties listed in the Rule 144A Transferee Letter to which this certification relates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer’s own account.
|
|
6.
|
Until the date of purchase of the Certificate, the undersigned will notify the parties listed in the Rule 144A Transferee Letter to which this certification relates of any changes in the information and conclusions herein. Until such notice is given, the Buyer’s purchase of the Certificate will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.
|
Page
|
||
ARTICLE I
|
Definitions and Usage
|
1
|
ARTICLE II
|
Appointment of Interim Eligible Lender Trustee
|
2
|
SECTION 2.1 Appointment of Interim Eligible Lender Trustee
|
2
|
|
SECTION 2.2 Declaration of Trust
|
2
|
|
SECTION 2.3 Title to Interim Trust Loans
|
2
|
|
ARTICLE III
|
Representations and Warranties of the Depositor
|
2
|
ARTICLE IV
|
Authority and Duties of Interim Eligible Lender Trustee
|
3
|
SECTION 4.1 General Authority
|
3
|
|
SECTION 4.2 General Duties
|
3
|
|
SECTION 4.3 No Duties Except as Specified in this Agreement
|
3
|
|
SECTION 4.4 No Action Except Under Specified Documents
|
4
|
|
SECTION 4.5 Restrictions
|
4
|
|
ARTICLE V
|
Concerning the Interim Eligible Lender Trustee
|
4
|
SECTION 5.1 Acceptance of Trust and Duties
|
4
|
|
SECTION 5.2 Representations and Warranties
|
5
|
|
SECTION 5.3 Not Acting in Individual Capacity
|
5
|
|
SECTION 5.4 Interim Eligible Lender Trustee Not Liable for the Interim Trust Loans
|
5
|
|
ARTICLE VI
|
Compensation and Indemnity of Interim Eligible Lender Trustee
|
6
|
ARTICLE VII
|
Termination of Interim Trust Agreement
|
6
|
ARTICLE VIII
|
Successor Interim Eligible Lender Trustees
|
6
|
SECTION 8.1 Eligibility Requirements for Interim Eligible Lender Trustee
|
6
|
|
SECTION 8.2 Resignation or Removal of Interim Eligible Lender Trustee
|
6
|
|
SECTION 8.3 Successor Interim Eligible Lender Trustee
|
7
|
|
SECTION 8.4 Merger or Consolidation of Interim Eligible Lender Trustee
|
7
|
|
ARTICLE IX
|
Miscellaneous
|
8
|
SECTION 9.1 Supplements and Amendments
|
8
|
|
SECTION 9.2 Notices
|
9
|
|
SECTION 9.3 Severability
|
9
|
|
SECTION 9.4 Separate Counterparts
|
9
|
|
SECTION 9.5 Successors and Assigns
|
9
|
|
SECTION 9.6 Headings
|
9
|
|
SECTION 9.7 Governing Law
|
9
|
|
SECTION 9.8 Force Majeure
|
9
|
|
SECTION 9.9 Waiver of Jury Trial
|
9
|
|
a.
|
to hold legal title to the Interim Trust Loans on behalf and for the benefit of the Depositor;
|
|
b.
|
to enter into and perform its obligations as the Interim Eligible Lender Trustee under this Agreement, the Purchase Agreements and the Sale Agreement (including any Additional Purchase Agreements and Additional Sale Agreements entered into during the Supplemental Purchase Period); and
|
|
c.
|
to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.
|
|
1.
|
It is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
|
|
2.
|
It has all necessary power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by all necessary action.
|
|
3.
|
This Agreement constitutes a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity.
|
|
4.
|
The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the certificate of formation or limited liability company operating agreement, in effect as of the date hereof, of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents); nor violate any law or any order, rule or regulation applicable to the Depositor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.
|
|
1.
|
The Interim Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Interim Eligible Lender Trustee.
|
|
2.
|
No provision of this Agreement, the Purchase Agreements or the Sale Agreement shall require the Interim Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Purchase Agreements or the Sale Agreement, if the Interim Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.
|
|
3.
|
The Interim Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Purchase Agreements or the Sale Agreement.
|
|
4.
|
In no event shall the Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
|
|
1.
|
It 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 New York, at which it will act as trustee for the Trust. It has all requisite power and authority to execute, deliver and perform its obligations under the Purchase Agreements, the Sale Agreement and this Agreement.
|
|
2.
|
It has taken all action necessary to authorize the execution and delivery by it of the Purchase Agreements, the Sale Agreement and this Agreement, and the Purchase Agreements, the Sale Agreement and this Agreement have been executed and delivered by two of its officers who are duly authorized to execute and deliver the same on its behalf.
|
|
3.
|
Neither the execution nor the delivery by it of the Purchase Agreements, the Sale Agreement or this Agreement, nor the consummation by it of the transactions contemplated thereby or hereby nor compliance by it with any of the terms or provisions thereof or hereof will contravene any Federal or New York 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.
|
|
4.
|
It is and will maintain its status as 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 Interim Trust Loans as contemplated by this Agreement, the Purchase Agreements and the Sale Agreement.
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as the Interim Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
SLM FUNDING LLC,
as the Depositor
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
|
Page
|
||
Definitions and Usage
|
1
|
|
ARTICLE II
|
Appointment of Bluemont Funding Eligible Lender Trustee
|
2
|
SECTION 2.1.
|
Appointment of Bluemont Funding Eligible Lender Trustee
|
2
|
SECTION 2.2.
|
Declaration of Trust
|
2
|
SECTION 2.3.
|
Title to Interim Trust Loans
|
2
|
ARTICLE III
|
Representations and Warranties of Bluemont Funding
|
2
|
ARTICLE IV
|
Authority and Duties of Bluemont Funding Eligible Lender Trustee
|
3
|
SECTION 4.1.
|
General Authority
|
3
|
SECTION 4.2.
|
General Duties
|
3
|
SECTION 4.3.
|
No Duties Except as Specified in this Agreement
|
3
|
SECTION 4.4.
|
No Action Except Under Specified Documents
|
4
|
SECTION 4.5.
|
Restrictions
|
4
|
ARTICLE V
|
Concerning the Bluemont Funding Eligible Lender Trustee
|
4
|
SECTION 5.1.
|
Acceptance of Trust and Duties
|
4
|
SECTION 5.2.
|
Representations and Warranties
|
5
|
SECTION 5.3.
|
Not Acting in Individual Capacity
|
5
|
SECTION 5.4.
|
Bluemont Funding Eligible Lender Trustee Not Liable for the Interim Trust Loans
|
5
|
ARTICLE VI
|
Compensation and Indemnity of Bluemont Funding Eligible Lender Trustee
|
6
|
ARTICLE VII
|
Termination of Interim Trust Agreement
|
6
|
ARTICLE VIII
|
Successor Bluemont Funding Eligible Lender Trustees
|
6
|
SECTION 8.1.
|
Eligibility Requirements for Bluemont Funding Eligible Lender Trustee
|
6
|
SECTION 8.2.
|
Resignation or Removal of Bluemont Funding Eligible Lender Trustee
|
6
|
SECTION 8.3.
|
Successor Bluemont Funding Eligible Lender Trustee
|
7
|
SECTION 8.4.
|
Merger or Consolidation of Bluemont Funding Eligible Lender Trustee
|
8
|
ARTICLE IX
|
Miscellaneous
|
8
|
SECTION 9.1.
|
Supplements and Amendments
|
8
|
SECTION 9.2.
|
Notices
|
9
|
SECTION 9.3.
|
Severability
|
9
|
SECTION 9.4.
|
Separate Counterparts
|
9
|
SECTION 9.5.
|
Successors and Assigns
|
9
|
SECTION 9.6.
|
Headings
|
9
|
SECTION 9.7.
|
Governing Law
|
9
|
SECTION 9.8.
|
Force Majeure
|
9
|
SECTION 9.9.
|
Waiver of Jury Trial
|
10
|
a.
|
to hold legal title to the Interim Trust Loans on behalf and for the benefit of Bluemont Funding;
|
b.
|
to enter into and perform its obligations as the Bluemont Funding Eligible Lender Trustee under this Agreement and the Bluemont Funding Purchase Agreement (including any Additional Purchase Agreements entered into during the Supplemental Purchase Period); and
|
c.
|
to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.
|
1.
|
It is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
|
2.
|
It has all necessary power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by Bluemont Funding by all necessary action.
|
3.
|
This Agreement constitutes a legal, valid and binding obligation of Bluemont Funding enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity.
|
4.
|
The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the certificate of formation or limited liability company operating agreement, in effect as of the date hereof, of Bluemont Funding, or any indenture, agreement or other instrument to which Bluemont Funding is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents); nor violate any law or any order, rule or regulation applicable to Bluemont Funding of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Bluemont Funding or its properties.
|
1.
|
The Bluemont Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Bluemont Funding Eligible Lender Trustee.
|
2.
|
No provision of this Agreement or the Bluemont Funding Purchase Agreement shall require the Bluemont Funding Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Bluemont Funding Purchase Agreement, if the Bluemont Funding Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.
|
3.
|
The Bluemont Funding Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by Bluemont Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Bluemont Funding Purchase Agreement.
|
4.
|
In no event shall the Bluemont Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Bluemont Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
|
1.
|
It 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 New York, at which it will act as trustee for the Trust. It has all requisite power and authority to execute, deliver and perform its obligations under the Bluemont Funding Purchase Agreement and this Agreement.
|
2.
|
It has taken all action necessary to authorize the execution and delivery by it of the Bluemont Funding Purchase Agreement and this Agreement, and the Bluemont Funding Purchase Agreement and this Agreement have been executed and delivered by two of its officers who are duly authorized to execute and deliver the same on its behalf.
|
3.
|
Neither the execution nor the delivery by it of the Bluemont Funding Purchase Agreement or this Agreement, nor the consummation by it of the transactions contemplated thereby or hereby nor compliance by it with any of the terms or provisions thereof or hereof will contravene any Federal or New York state law, governmental rule or regulation governing the banking or trust powers of the Bluemont Funding Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.
|
4.
|
It is and will maintain its status as 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 Interim Trust Loans as contemplated by this Agreement and the Bluemont Funding Purchase Agreement.
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Bluemont Funding LLC
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
BLUEMONT FUNDING LLC,
in its capacity as Purchaser and Seller
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
|
ARTICLE I Definitions and Usage
|
1
|
|
ARTICLE II Appointment of Town Center Funding Eligible Lender Trustee
|
2
|
|
SECTION 2.1.
|
Appointment of Town Center Funding Eligible Lender Trustee
|
2
|
SECTION 2.2.
|
Declaration of Trust
|
2
|
SECTION 2.3.
|
Title to Interim Trust Loans
|
2
|
ARTICLE III Representations and Warranties of Town Center Funding
|
2
|
|
ARTICLE IV Authority and Duties of Town Center Funding Eligible Lender Trustee
|
3
|
|
SECTION 4.1.
|
General Authority
|
3
|
SECTION 4.2.
|
General Duties
|
3
|
SECTION 4.3.
|
No Duties Except as Specified in this Agreement
|
4
|
SECTION 4.4.
|
No Action Except Under Specified Documents
|
4
|
SECTION 4.5.
|
Restrictions
|
4
|
ARTICLE V Concerning the Town Center Funding Eligible Lender Trustee
|
4
|
|
SECTION 5.1.
|
Acceptance of Trust and Duties
|
4
|
SECTION 5.2.
|
Representations and Warranties
|
5
|
SECTION 5.3.
|
Not Acting in Individual Capacity
|
5
|
SECTION 5.4.
|
Town Center Funding Eligible Lender Trustee Not Liable for the Interim Trust Loans
|
6
|
ARTICLE VI Compensation and Indemnity of Town Center Funding Eligible Lender Trustee
|
6
|
|
ARTICLE VII Termination of Interim Trust Agreement
|
6
|
|
ARTICLE VIII Successor Town Center Funding Eligible Lender Trustees
|
6
|
|
SECTION 8.1.
|
Eligibility Requirements for Town Center Funding Eligible Lender Trustee
|
6
|
SECTION 8.2.
|
Resignation or Removal of Town Center Funding Eligible Lender Trustee
|
7
|
SECTION 8.3.
|
Successor Town Center Funding Eligible Lender Trustee
|
7
|
SECTION 8.4.
|
Merger or Consolidation of Town Center Funding Eligible Lender Trustee
|
8
|
ARTICLE IX Miscellaneous
|
8
|
|
SECTION 9.1.
|
Supplements and Amendments
|
8
|
SECTION 9.2.
|
Notices
|
8
|
SECTION 9.3.
|
Severability
|
9
|
SECTION 9.4.
|
Separate Counterparts
|
9
|
SECTION 9.5.
|
Successors and Assigns
|
9
|
SECTION 9.6.
|
Headings
|
9
|
SECTION 9.7.
|
Governing Law
|
10
|
SECTION 9.8.
|
Force Majeure
|
10
|
SECTION 9.9.
|
Waiver of Jury Trial
|
10
|
|
a.
|
to hold legal title to the Interim Trust Loans on behalf and for the benefit of Town Center Funding;
|
|
b.
|
to enter into and perform its obligations as the Town Center Funding Eligible Lender Trustee under this Agreement and the Town Center Funding Purchase Agreement (including any Additional Purchase Agreements entered into during the Supplemental Purchase Period); and
|
|
c.
|
to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.
|
|
1.
|
It is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
|
|
2.
|
It has all necessary power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by Town Center Funding by all necessary action.
|
|
3.
|
This Agreement constitutes a legal, valid and binding obligation of Town Center Funding enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity.
|
|
4.
|
The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the certificate of formation or limited liability company operating agreement, in effect as of the date hereof, of Town Center Funding, or any indenture, agreement or other instrument to which Town Center Funding is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents); nor violate any law or any order, rule or regulation applicable to Town Center Funding of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Town Center Funding or its properties.
|
|
1.
|
The Town Center Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Town Center Funding Eligible Lender Trustee.
|
|
2.
|
No provision of this Agreement or the Town Center Funding Purchase Agreement shall require the Town Center Funding Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Town Center Funding Purchase Agreement, if the Town Center Funding Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.
|
|
3.
|
The Town Center Funding Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by Town Center Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Town Center Funding Purchase Agreement.
|
|
4.
|
In no event shall the Town Center Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Town Center Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
|
|
1.
|
It 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 New York, at which it will act as trustee for the Trust. It has all requisite power and authority to execute, deliver and perform its obligations under the Town Center Funding Purchase Agreement and this Agreement.
|
|
2.
|
It has taken all action necessary to authorize the execution and delivery by it of the Town Center Funding Purchase Agreement and this Agreement, and the Town Center Funding Purchase Agreement and this Agreement have been executed and delivered by two of its officers who are duly authorized to execute and deliver the same on its behalf.
|
|
3.
|
Neither the execution nor the delivery by it of the Town Center Funding Purchase Agreement or this Agreement, nor the consummation by it of the transactions contemplated thereby or hereby nor compliance by it with any of the terms or provisions thereof or hereof will contravene any Federal or New York state law, governmental rule or regulation governing the banking or trust powers of the Town Center Funding Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.
|
|
4.
|
It is and will maintain its status as 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 Interim Trust Loans as contemplated by this Agreement and the Town Center Funding Purchase Agreement.
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Town Center Funding LLC
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
TOWN CENTER FUNDING LLC,
in its capacity as Purchaser and Seller
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
|
ARTICLE I
|
Definitions and Usage
|
1
|
ARTICLE II
|
Appointment of Town Hall Funding Eligible Lender Trustee
|
2
|
SECTION 2.1
|
Appointment of Town Hall Funding Eligible Lender Trustee
|
2
|
SECTION 2.2
|
Declaration of Trust
|
2
|
SECTION 2.3
|
Title to Interim Trust Loans
|
2
|
ARTICLE III
|
Representations and Warranties of Town Hall Funding
|
2
|
ARTICLE IV
|
Authority and Duties of Town Hall Funding Eligible Lender Trustee
|
3
|
SECTION 4.1
|
General Authority
|
3
|
SECTION 4.2
|
General Duties
|
3
|
SECTION 4.3
|
No Duties Except as Specified in this Agreement
|
3
|
SECTION 4.4
|
No Action Except Under Specified Documents
|
4
|
SECTION 4.5
|
Restrictions
|
4
|
ARTICLE V
|
Concerning the Town Hall Funding Eligible Lender Trustee
|
4
|
SECTION 5.1
|
Acceptance of Trust and Duties
|
4
|
SECTION 5.2
|
Representations and Warranties
|
5
|
SECTION 5.3
|
Not Acting in Individual Capacity
|
5
|
SECTION 5.4
|
Town Hall Funding Eligible Lender Trustee Not Liable for the Interim Trust Loans
|
5
|
ARTICLE VI
|
Compensation and Indemnity of Town Hall Funding Eligible Lender Trustee
|
6
|
ARTICLE VII
|
Termination of Interim Trust Agreement
|
6
|
ARTICLE VIII
|
Successor Town Hall Funding Eligible Lender Trustees
|
6
|
SECTION 8.1
|
Eligibility Requirements for Town Hall Funding Eligible Lender Trustee
|
6
|
SECTION 8.2
|
Resignation or Removal of Town Hall Funding Eligible Lender Trustee
|
7
|
SECTION 8.3
|
Successor Town Hall Funding Eligible Lender Trustee
|
7
|
SECTION 8.4
|
Merger or Consolidation of Town Hall Funding Eligible Lender Trustee
|
8
|
ARTICLE IX
|
Miscellaneous
|
8
|
SECTION 9.1
|
Supplements and Amendments
|
8
|
SECTION 9.2
|
Notices
|
8
|
SECTION 9.3
|
Severability
|
9
|
SECTION 9.4
|
Separate Counterparts
|
9
|
SECTION 9.5
|
Successors and Assigns
|
9
|
SECTION 9.6
|
Headings
|
9
|
SECTION 9.7
|
Governing Law
|
9
|
SECTION 9.8
|
Force Majeure
|
10
|
SECTION 9.9
|
Waiver of Jury Trial
|
10
|
|
a.
|
to hold legal title to the Interim Trust Loans on behalf and for the benefit of Town Hall Funding;
|
|
b.
|
to enter into and perform its obligations as the Town Hall Funding Eligible Lender Trustee under this Agreement and the Town Hall Funding Purchase Agreement (including any Additional Purchase Agreements entered into during the Supplemental Purchase Period); and
|
|
c.
|
to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.
|
|
1.
|
It is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
|
|
2.
|
It has all necessary power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by Town Hall Funding by all necessary action.
|
|
3.
|
This Agreement constitutes a legal, valid and binding obligation of Town Hall Funding enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity.
|
|
4.
|
The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the certificate of formation or limited liability company operating agreement, in effect as of the date hereof, of Town Hall Funding, or any indenture, agreement or other instrument to which Town Hall Funding is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents); nor violate any law or any order, rule or regulation applicable to Town Hall Funding of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Town Hall Funding or its properties.
|
|
1.
|
The Town Hall Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the Town Hall Funding Eligible Lender Trustee.
|
|
2.
|
No provision of this Agreement or the Town Hall Funding Purchase Agreement shall require the Town Hall Funding Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the Town Hall Funding Purchase Agreement, if the Town Hall Funding Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.
|
|
3.
|
The Town Hall Funding Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by Town Hall Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the Town Hall Funding Purchase Agreement.
|
|
4.
|
In no event shall the Town Hall Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the Town Hall Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
|
|
1.
|
It 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 New York, at which it will act as trustee for the Trust. It has all requisite power and authority to execute, deliver and perform its obligations under the Town Hall Funding Purchase Agreement and this Agreement.
|
|
2.
|
It has taken all action necessary to authorize the execution and delivery by it of the Town Hall Funding Purchase Agreement and this Agreement, and the Town Hall Funding Purchase Agreement and this Agreement have been executed and delivered by two of its officers who are duly authorized to execute and deliver the same on its behalf.
|
|
3.
|
Neither the execution nor the delivery by it of the Town Hall Funding Purchase Agreement or this Agreement, nor the consummation by it of the transactions contemplated thereby or hereby nor compliance by it with any of the terms or provisions thereof or hereof will contravene any Federal or New York state law, governmental rule or regulation governing the banking or trust powers of the Town Hall Funding Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.
|
|
4.
|
It is and will maintain its status as 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 Interim Trust Loans as contemplated by this Agreement and the Town Hall Funding Purchase Agreement.
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of Town Hall Funding LLC
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
TOWN HALL FUNDING LLC,
in its capacity as Purchaser and Seller
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
|
Page
|
||
ARTICLE I
|
Definitions and Usage
|
1
|
ARTICLE II
|
Appointment of VL Funding Eligible Lender Trustee
|
2
|
SECTION 2.1.
|
Appointment of VL Funding Eligible Lender Trustee
|
2
|
SECTION 2.2.
|
Declaration of Trust
|
2
|
SECTION 2.3.
|
Title to Interim Trust Loans
|
2
|
ARTICLE III
|
Representations and Warranties of VL Funding
|
2
|
ARTICLE IV
|
Authority and Duties of VL Funding Eligible Lender Trustee
|
3
|
SECTION 4.1.
|
General Authority
|
3
|
SECTION 4.2.
|
General Duties
|
3
|
SECTION 4.3.
|
No Duties Except as Specified in this Agreement
|
3
|
SECTION 4.4.
|
No Action Except Under Specified Documents
|
4
|
SECTION 4.5.
|
Restrictions
|
4
|
ARTICLE V
|
Concerning the VL Funding Eligible Lender Trustee
|
4
|
SECTION 5.1.
|
Acceptance of Trust and Duties
|
4
|
SECTION 5.2.
|
Representations and Warranties
|
5
|
SECTION 5.3.
|
Not Acting in Individual Capacity
|
5
|
SECTION 5.4.
|
VL Funding Eligible Lender Trustee Not Liable for the Interim Trust Loans
|
5
|
ARTICLE VI
|
Compensation and Indemnity of VL Funding Eligible Lender Trustee
|
6
|
ARTICLE VII
|
Termination of Interim Trust Agreement
|
6
|
ARTICLE VIII
|
Successor VL Funding Eligible Lender Trustees
|
6
|
SECTION 8.1.
|
Eligibility Requirements for VL Funding Eligible Lender Trustee
|
6
|
SECTION 8.2.
|
Resignation or Removal of VL Funding Eligible Lender Trustee
|
6
|
SECTION 8.3.
|
Successor VL Funding Eligible Lender Trustee
|
7
|
SECTION 8.4.
|
Merger or Consolidation of VL Funding Eligible Lender Trustee
|
8
|
ARTICLE IX
|
Miscellaneous
|
8
|
SECTION 9.1.
|
Supplements and Amendments
|
8
|
SECTION 9.2.
|
Notices
|
8
|
SECTION 9.3.
|
Severability
|
9
|
SECTION 9.4.
|
Separate Counterparts
|
9
|
SECTION 9.5.
|
Successors and Assigns
|
9
|
SECTION 9.6.
|
Headings
|
9
|
SECTION 9.7.
|
Governing Law
|
9
|
SECTION 9.8.
|
Force Majeure
|
9
|
SECTION 9.9.
|
Waiver of Jury Trial
|
10
|
|
a.
|
to hold legal title to the Interim Trust Loans on behalf and for the benefit of VL Funding;
|
|
b.
|
to enter into and perform its obligations as the VL Funding Eligible Lender Trustee under this Agreement and the VL Funding Purchase Agreement (including any Additional Purchase Agreements entered into during the Supplemental Purchase Period); and
|
|
c.
|
to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith.
|
|
1.
|
It is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
|
|
2.
|
It has all necessary power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by VL Funding by all necessary action.
|
|
3.
|
This Agreement constitutes a legal, valid and binding obligation of VL Funding enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity.
|
|
4.
|
The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the certificate of formation or limited liability company operating agreement, in effect as of the date hereof, of VL Funding, or any indenture, agreement or other instrument to which VL Funding is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than as contemplated by the Basic Documents); nor violate any law or any order, rule or regulation applicable to VL Funding of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over VL Funding or its properties.
|
|
1.
|
The VL Funding Eligible Lender Trustee shall not be liable for any error of judgment made by a responsible officer of the VL Funding Eligible Lender Trustee.
|
|
2.
|
No provision of this Agreement or the VL Funding Purchase Agreement shall require the VL Funding Eligible Lender Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under the VL Funding Purchase Agreement, if the VL Funding Eligible Lender Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.
|
|
3.
|
The VL Funding Eligible Lender Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by VL Funding or for the form, character, genuineness, sufficiency, value or validity of any of the Interim Trust Loans or for or in respect of the validity or sufficiency of the VL Funding Purchase Agreement.
|
|
4.
|
In no event shall the VL Funding Interim Eligible Lender Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever irrespective of whether the VL Funding Interim Eligible Lender Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
|
|
1.
|
It 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 New York, at which it will act as trustee for the Trust. It has all requisite power and authority to execute, deliver and perform its obligations under the VL Funding Purchase Agreement and this Agreement.
|
|
2.
|
It has taken all action necessary to authorize the execution and delivery by it of the VL Funding Purchase Agreement and this Agreement, and the VL Funding Purchase Agreement and this Agreement have been executed and delivered by two of its officers who are duly authorized to execute and deliver the same on its behalf.
|
|
3.
|
Neither the execution nor the delivery by it of the VL Funding Purchase Agreement or this Agreement, nor the consummation by it of the transactions contemplated thereby or hereby nor compliance by it with any of the terms or provisions thereof or hereof will contravene any Federal or New York state law, governmental rule or regulation governing the banking or trust powers of the VL Funding Eligible Lender Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws.
|
|
4.
|
It is and will maintain its status as 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 Interim Trust Loans as contemplated by this Agreement and the VL Funding Purchase Agreement.
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee for the benefit of VL Funding LLC
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
VL FUNDING LLC,
in its capacity as Purchaser and Seller
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
|
|
Page
|
ARTICLE I
Definitions and Usage
|
||
SECTION 1.1
|
Definitions and Usage
|
2
|
SECTION 1.2
|
Incorporation by Reference of Trust Indenture Act
|
2
|
ARTICLE II
The Notes
|
||
SECTION 2.1
|
Form
|
3
|
SECTION 2.2
|
Execution, Authentication and Delivery
|
3
|
SECTION 2.3
|
Temporary Notes
|
4
|
SECTION 2.4
|
Registration; Registration of Transfer and Exchange
|
4
|
SECTION 2.5
|
Mutilated, Destroyed, Lost or Stolen Notes
|
6
|
SECTION 2.6
|
Persons Deemed Owner
|
6
|
SECTION 2.7
|
Payment of Principal and Interest; Note Interest Shortfall
|
7
|
SECTION 2.8
|
Cancellation
|
7
|
SECTION 2.9
|
Release of Collateral
|
8
|
SECTION 2.10
|
Book-Entry Notes
|
8
|
SECTION 2.11
|
Notices to Clearing Agency
|
9
|
SECTION 2.12
|
Definitive Notes
|
9
|
ARTICLE III
Covenants, Representations and Warranties
|
||
SECTION 3.1
|
Payments to Noteholders
|
10
|
SECTION 3.2
|
Maintenance of Office or Agency
|
10
|
SECTION 3.3
|
Money for Payments to be Held in Trust
|
10
|
SECTION 3.4
|
Existence
|
12
|
SECTION 3.5
|
Protection of Indenture Trust Estate
|
12
|
SECTION 3.6
|
Opinions as to Indenture Trust Estate
|
13
|
SECTION 3.7
|
Performance of Obligations; Servicing of Trust Student Loans.
|
13
|
SECTION 3.8
|
Negative Covenants
|
16
|
SECTION 3.9
|
Annual Statement as to Compliance
|
16
|
SECTION 3.10
|
Issuer May Consolidate, etc., Only on Certain Terms.
|
17
|
SECTION 3.11
|
Successor or Transferee
|
18
|
SECTION 3.12
|
No Other Business
|
18
|
SECTION 3.13
|
No Borrowing
|
18
|
SECTION 3.14
|
Obligations of Servicer and Administrator
|
18
|
SECTION 3.15
|
Guarantees, Loans, Advances and Other Liabilities
|
19
|
SECTION 3.16
|
Capital Expenditures
|
19
|
SECTION 3.17
|
Restricted Payments
|
19
|
SECTION 3.18
|
Notice of Events of Default
|
19
|
SECTION 3.19
|
Further Instruments and Acts
|
19
|
SECTION 3.20
|
Representations and Warranties
|
20
|
ARTICLE IV
Satisfaction and Discharge
|
||
SECTION 4.1
|
Satisfaction and Discharge of Indenture
|
20
|
SECTION 4.2
|
Application of Trust Money
|
21
|
SECTION 4.3
|
Repayment of Moneys Held by Paying Agent
|
21
|
SECTION 4.4
|
Auction of Trust Student Loans
|
22
|
ARTICLE V
Remedies
|
||
SECTION 5.1
|
Events of Default
|
23
|
SECTION 5.2
|
Acceleration of Maturity; Rescission and Annulment
|
24
|
SECTION 5.3
|
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
|
24
|
SECTION 5.4
|
Remedies; Priorities
|
26
|
SECTION 5.5
|
Optional Preservation of the Trust Student Loans
|
28
|
SECTION 5.6
|
Limitation of Suits
|
29
|
SECTION 5.7
|
Unconditional Rights of Noteholders to Receive Principal and Interest
|
29
|
SECTION 5.8
|
Restoration of Rights and Remedies
|
29
|
SECTION 5.9
|
Rights and Remedies Cumulative
|
30
|
SECTION 5.10
|
Delay or Omission Not a Waiver
|
30
|
SECTION 5.11
|
Control by Noteholders
|
30
|
SECTION 5.12
|
Waiver of Past Defaults
|
30
|
SECTION 5.13
|
Undertaking for Costs
|
31
|
SECTION 5.14
|
Waiver of Stay or Extension Laws
|
31
|
SECTION 5.15
|
Action on Notes
|
31
|
SECTION 5.16
|
Performance and Enforcement of Certain Obligations.
|
31
|
ARTICLE VI
The Indenture Trustee
|
||
SECTION 6.1
|
Duties of Indenture Trustee
|
32
|
SECTION 6.2
|
Rights of Indenture Trustee
|
34
|
SECTION 6.3
|
Individual Rights of Indenture Trustee
|
35
|
SECTION 6.4
|
Indenture Trustee’s Disclaimer
|
35
|
SECTION 6.5
|
Notice of Defaults
|
35
|
SECTION 6.6
|
Reports by Indenture Trustee to Noteholders
|
35
|
SECTION 6.7
|
Compensation and Indemnity
|
36
|
SECTION 6.8
|
Replacement of Indenture Trustee
|
36
|
SECTION 6.9
|
Successor Indenture Trustee by Merger
|
37
|
SECTION 6.10
|
Appointment of Co-Trustee or Separate Trustee.
|
38
|
SECTION 6.11
|
Eligibility; Disqualification
|
39
|
SECTION 6.12
|
Preferential Collection of Claims Against the Issuer
|
39
|
SECTION 6.13
|
Rule 15Ga-1 Information
|
39
|
ARTICLE VII
Noteholders’ Lists and Reports
|
||
SECTION 7.1
|
Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders
|
40
|
SECTION 7.2
|
Preservation of Information; Communications to Noteholders
|
40
|
SECTION 7.3
|
Reports by Issuer.
|
41
|
ARTICLE VIII
Accounts, Disbursements and Releases
|
||
SECTION 8.1
|
Collection of Money
|
41
|
SECTION 8.2
|
Trust Accounts
|
42
|
SECTION 8.3
|
General Provisions Regarding Accounts
|
43
|
SECTION 8.4
|
Release of Indenture Trust Estate
|
43
|
SECTION 8.5
|
Opinion of Counsel
|
44
|
ARTICLE IX
Supplemental Indentures
|
||
SECTION 9.1
|
Supplemental Indentures Without Consent of Noteholders.
|
45
|
SECTION 9.2
|
Supplemental Indentures With Consent of Noteholders
|
46
|
SECTION 9.3
|
Execution of Supplemental Indentures
|
47
|
SECTION 9.4
|
Effect of Supplemental Indenture
|
47
|
SECTION 9.5
|
Conformity with Trust Indenture Act
|
48
|
SECTION 9.6
|
Reference in Notes to Supplemental Indentures
|
48
|
ARTICLE X
Redemption of Notes
|
||
SECTION 10.1
|
Redemption
|
48
|
SECTION 10.2
|
Form of Redemption Notice
|
48
|
SECTION 10.3
|
Notes Payable on Redemption Date
|
49
|
ARTICLE XI
Miscellaneous
|
||
SECTION 11.1
|
Compliance Certificates and Opinions, etc
|
49
|
SECTION 11.2
|
Form of Documents Delivered to Indenture Trustee
|
51
|
SECTION 11.3
|
Acts of Noteholders
|
51
|
SECTION 11.4
|
Notices, etc., to Indenture Trustee, Issuer and Rating Agencies
|
52
|
SECTION 11.5
|
Notices to Noteholders; Waiver
|
52
|
SECTION 11.6
|
Alternate Payment and Notice Provisions
|
53
|
SECTION 11.7
|
Conflict with Trust Indenture Act
|
53
|
SECTION 11.8
|
Effect of Headings and Table of Contents
|
53
|
SECTION 11.9
|
Successors and Assigns
|
53
|
SECTION 11.10
|
Separability
|
54
|
SECTION 11.11
|
Benefits of Indenture
|
54
|
SECTION 11.12
|
Legal Holidays
|
54
|
SECTION 11.13
|
Governing Law
|
54
|
SECTION 11.14
|
Counterparts
|
54
|
SECTION 11.15
|
Recording of Indenture
|
54
|
SECTION 11.16
|
Trust Obligations
|
54
|
SECTION 11.17
|
No Petition
|
55
|
SECTION 11.18
|
Inspection
|
55
|
SECTION 11.19
|
Waiver of Jury Trial.
|
55
|
ARTICLE XII
Compliance with Regulation AB
|
||
SECTION 12.1
|
Intent of the Parties; Reasonableness
|
56
|
ARTICLE XIII
Tax Considerations
|
||
SECTION 13.1
|
Acknowledgement of Parties
|
57
|
SLM STUDENT LOAN TRUST 2013-1
By: DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual capacity but solely
as Indenture Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
|
(a) if the Pool Balance as of the last day of the related Collection Period is greater than 40% of the Initial Pool Balance, then the Adjusted Pool Balance will be the sum of that Pool Balance and the Specified Reserve Account Balance for that Distribution Date, or
|
|
(b) if the Pool Balance as of the last day of the related Collection Period is less than or equal to 40% of the Initial Pool Balance, then the Adjusted Pool Balance will be the Pool Balance.
|
|
(a)
|
all collections received by the Servicer on the Trust Student Loans, including any Guarantee Payments received on the Trust Student Loans, but net of:
|
|
(1)
|
any collections in respect of principal on the Trust Student Loans applied by the Trust to repurchase guaranteed loans from the Guarantors under the Guarantee Agreements; and
|
|
(2)
|
amounts required by the Higher Education Act to be paid to the Department or to be repaid to Obligors, whether or not in the form of a principal reduction of the applicable Trust Student Loan, on the Trust Student Loans for that Collection Period; and
|
|
(3)
|
amounts deposited into the Floor Income Rebate Account during the related Collection Period;
|
|
(b)
|
any Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans during that Collection Period;
|
|
(c)
|
all Liquidation Proceeds from any Trust Student Loans which became Liquidated Student Loans during that Collection Period in accordance with the Servicer’s customary servicing procedures, net of expenses incurred by the Servicer related to their liquidation and any amounts required by law to be remitted to the Obligors on the Liquidated Student Loans, and all Recoveries on Liquidated Student Loans which were written off in prior Collection Periods or during that Collection Period;
|
|
(d)
|
the aggregate Purchase Amounts received during that Collection Period for those Trust Student Loans repurchased by the Depositor or purchased by the Servicer, as the case may be, or for Trust Student Loans sold to another eligible lender pursuant to Section 3.11E of the Servicing Agreement;
|
|
(e)
|
the aggregate Purchase Amounts received during that Collection Period for those Trust Student Loans repurchased by SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding or VL Funding;
|
|
(f)
|
[Reserved];
|
|
(g)
|
the aggregate amounts, if any, received from any of SLM ECFC, Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding, the Depositor or the Servicer, as the case may be, as reimbursement of non-guaranteed interest amounts, or lost Interest Subsidy Payments and Special Allowance Payments, on the Trust Student Loans pursuant to the Sale Agreement, a Purchase Agreement or Section 3.5 of the Servicing Agreement, respectively;
|
|
(h)
|
amounts received by the Trust pursuant to Sections 3.1 and 3.12 of the Servicing Agreement during that Collection Period as to yield or principal adjustments (other than prepayments to the Borrower Benefit Account);
|
|
(i)
|
any interest remitted by the Administrator to the Collection Account prior to such Distribution Date;
|
|
(j)
|
Investment Earnings for that Distribution Date earned on amounts on deposit in each Trust Account (other than the Borrower Benefit Account);
|
|
(k)
|
amounts transferred from the Reserve Account in excess of the Specified Reserve Account Balance for that Distribution Date;
|
|
(l)
|
once the Department of Education has netted all payments, any amounts on deposit in the Floor Income Rebate Account that were deposited into such account during the related Collection Periods;
|
|
(m)
|
[Reserved];
|
|
(n)
|
on the initial Distribution Date, the Collection Account Initial Deposit and any amounts transferred into the Collection Account from the Supplemental Purchase Account following the end of the Supplemental Purchase Period;
|
|
(o)
|
[Reserved];
|
|
(p)
|
[Reserved];
|
|
(q)
|
[Reserved];
|
|
(r)
|
on each Distribution Date, any amounts transferred into the Collection Account from the Borrower Benefit Account pursuant to Section 2.10(f) of the Administration Agreement; and
|
|
(s)
|
amounts required to be transferred from the Borrower Benefit Account for such Distribution Date, to the extent funds are on deposit therein.
|
|
(a)
|
(i) for any Distribution Date occurring prior to the February 2014 Distribution Date, 0.75% of the Pool Balance as of the end of the related Collection Period, and (ii) for any Distribution Date occurring on or after the February 2014 Distribution Date, 0.25% of the Pool Balance as of the end of the related Collection Period; and
|
|
(b)
|
$1,249,779;
|
Location of Trust Student Loan Files
|
EXHIBIT A
|
Reference
|
Criteria
|
Applicability
|
General Servicing Considerations
|
||
1122(d)(1)(i)
|
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.
|
N/A
|
1122(d)(1)(ii)
|
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
|
N/A
|
1122(d)(1)(iii)
|
Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.
|
N/A
|
1122(d)(1)(iv)
|
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the Basic Documents.
|
N/A
|
Cash Collection and Administration
|
||
1122(d)(2)(i)
|
Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(2)(ii)
|
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
|
|
1122(d)(2)(iii)
|
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.
|
N/A
|
1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.
|
N/A
|
1122(d)(2)(v)
|
Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
|
N/A
|
1122(d)(2)(vi)
|
Unissued checks are safeguarded so as to prevent unauthorized access.
|
N/A
|
1122(d)(2)(vii)
|
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.
|
N/A
|
Reference
|
Criteria
|
Applicability
|
Investor Remittances and Reporting
|
||
1122(d)(3)(i)
|
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer.
|
N/A
|
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.
|
N/A
|
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
N/A
|
Pool Asset Administration
|
||
1122(d)(4)(i)
|
Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.
|
N/A
|
1122(d)(4)(ii)
|
Student loan and related documents are safeguarded as required by the Basic Documents.
|
N/A
|
1122(d)(4)(iii)
|
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.
|
N/A
|
1122(d)(4)(iv)
|
Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.
|
N/A
|
1122(d)(4)(v)
|
The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
|
N/A
|
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligor's student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.
|
N/A
|
1122(d)(4)(vii)
|
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.
|
N/A
|
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
|
N/A
|
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.
|
N/A
|
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.
|
N/A
|
Reference
|
Criteria
|
Applicability
|
1122(d)(4)(xi)
|
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(4)(xii)
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
|
N/A
|
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(4)(xiv)
|
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.
|
N/A
|
1122(d)(4)(xv)
|
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.
|
N/A
|
|
1.
|
loan application, and any supplement thereto,
|
|
2.
|
original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all loans so represented are not being sold) or the electronic records evidencing the same,
|
|
3.
|
evidence of guarantee,
|
|
4.
|
any other document and/or record which Funding may be required to retain pursuant to the Higher Education Act,
|
|
5.
|
if applicable, payment history (or similar document) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the Statistical Cutoff Date, in the case of the Initial Loans, or the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, and (ii) an accounting of the allocation of all payments by the Borrower or on the Borrower’s behalf to principal and interest on the Loan,
|
|
6.
|
if applicable, documentation which supports periods of current or past deferment or past forbearance,
|
|
7.
|
if applicable, a collection history, if the Loan was ever in a delinquent status, including detailed summaries of contacts and including the addresses or telephone numbers used in contacting or attempting to contact Borrower and any endorser and, if required by the Guarantor, copies of all letters and other correspondence relating to due diligence processing,
|
|
8.
|
if applicable, evidence of all requests for skip-tracing assistance and current address of Borrower, if located,
|
|
9.
|
if applicable, evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) have been notified, and
|
|
10.
|
if applicable, a record of any event resulting in a change to or confirmation of any data in the related Trust Student Loan File.
|
|
(A) Consummation of Sale and Purchase
|
|
(B) Settlement of the Initial Payment
|
|
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
|
|
(A) Requirements Relating to Additional Loans
|
|
(B) Consummation of Sale and Purchase
|
|
(C) Settlement of the Purchase Price
|
|
(D) Interest Subsidy and Special Allowance Payments and Rebate Fees
|
|
1.
|
status (i.e., in-school, grace, deferment, forbearance or repayment),
|
|
2.
|
program type (i.e., Unsubsidized Stafford Loan, Subsidized Stafford Loan (pre-1993 vs. post-1993), PLUS Loan or SLS Loan),
|
|
3.
|
guarantee percentage,
|
|
4.
|
school type,
|
|
5.
|
total return,
|
|
6.
|
principal balance, and
|
|
7.
|
remaining term to maturity.
|
SLM EDUCATION CREDIT
FINANCE CORPORATION
|
SLM FUNDING LLC
|
|
(Seller)
|
(Purchaser)
|
|
By: /s/ Mark D. Rein
|
By: /s/ Mark D. Rein
|
|
Name: Mark D. Rein
|
Name: Mark D. Rein
|
|
Title: Vice President
|
Title: Vice President
|
SLM EDUCATION CREDIT FINANCE CORPORATION
(Seller)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
SLM FUNDING LLC
(Purchaser)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely as Interim Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
SELLER
SLM Education Credit Finance Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Lender Code: 833 253
By: /s/ Mark D. Rein
(Signature of Authorized Officer)
Name: Mark D. Rein
Title: Vice President
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Purchaser)
Name: Michele H.Y. Voon
Title: Vice President
By: s/ Mark DiGiacomo
(Signature of Authorized Signatory for Purchaser)
Name: Mark DiGiacomo
Title: Assistant Vice President
Date of Purchase: February 14, 2013
|
■
|
Not in claims status, not previously rejected
|
■
|
Not in litigation
|
■
|
Last disbursement was on or before the Statistical Cutoff Date
|
■
|
Loan is not swap-pending
|
American Student Assistance
|
College Assist
|
Educational Credit Management Corporation
|
Finance Authority Of Maine
|
Florida Office Of Student Financial Assistance
|
Georgia Student Finance Commission
|
Great Lakes Higher Education Guaranty Corporation
|
Illinois Student Assistance Commission
|
Kentucky Higher Education Assistance Authority
|
Louisiana Office Of Student Financial Assistance
|
Michigan Guaranty Agency
|
Missouri Department of Higher Education
|
Nebraska National Student Loan Program
|
New Hampshire Higher Education Assistance Foundation
|
New Jersey Higher Education Student Assistance Authority
|
New York State Higher Education Services Corporation
|
Northwest Education Loan Association
|
Oklahoma Guaranteed Student Loan Program
|
Pennsylvania Higher Education Assistance Agency
|
Rhode Island Higher Education Assistance Authority
|
Student Loan Guarantee Foundation of Arkansas
|
Tennessee Student Assistance Corporation
|
Texas Guaranteed Student Loan Corporation
|
United Student Aid Funds, Inc.
|
SELLER
SLM Education Credit Finance Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Lender Code: 833 253
By: /s/ Mark D. Rein
(Signature of Authorized Officer)
Name: Mark D. Rein
Title: Vice President
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Purchaser)
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
(Signature of Authorized Signatory for Purchaser)
Name: Mark DiGiacomo
Title: Assistant Vice President
Date of Purchase: February 14, 2013
|
PURCHASER
SLM Funding LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
By: /s/ Mark D. Rein
(Signature of Authorized Officer)
Name: Mark D. Rein
Title: Vice President
Date of Purchase: February 14, 2013
|
SELLER
SLM Education Credit Finance Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Lender Code: ____________________
By: ____________________________
(Signature of Authorized Officer)
Name: _________________________
Title: __________________________
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase: _________________
|
■
|
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
|
SELLER
SLM Education Credit Finance Corporation
2001 Edmund Halley Drive
Reston, Virginia 20191
Lender Code: ____________________
By: ____________________________
(Signature of Authorized Officer)
Name: _________________________
Title: __________________________
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase:__________________
|
PURCHASER
SLM Funding LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
By: _____________________________
(Signature of Authorized Officer)
Name: _________________________
Title: __________________________
Date of Purchase:__________________
|
Additional Loans
|
Principal Balance
as of the related Subsequent Cutoff Date
|
Purchase Price
|
||
SECTION 1.
|
TERMS
|
SECTION 2.
|
DEFINITIONS
|
1.
|
loan application, and any supplement thereto,
|
2.
|
original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all loans so represented are not being sold) or the electronic records evidencing the same,
|
3.
|
evidence of guarantee,
|
4.
|
any other document and/or record which Funding may be required to retain pursuant to the Higher Education Act,
|
5.
|
if applicable, payment history (or similar document) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the Statistical Cutoff Date, in the case of the Initial Loans, or the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, and (ii) an accounting of the allocation of all payments by the Borrower or on the Borrower’s behalf to principal and interest on the Loan,
|
6.
|
if applicable, documentation which supports periods of current or past deferment or past forbearance,
|
7.
|
if applicable, a collection history, if the Loan was ever in a delinquent status, including detailed summaries of contacts and including the addresses or telephone numbers used in contacting or attempting to contact Borrower and any endorser and, if required by the Guarantor, copies of all letters and other correspondence relating to due diligence processing,
|
8.
|
if applicable, evidence of all requests for skip-tracing assistance and current address of Borrower, if located,
|
9.
|
if applicable, evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) have been notified, and
|
10.
|
if applicable, a record of any event resulting in a change to or confirmation of any data in the related Trust Student Loan File.
|
SECTION 3.
|
SALE/PURCHASE
|
(A)
|
Requirements Relating to Additional Loans
|
(B)
|
Consummation of Sale and Purchase
|
(C)
|
Settlement of the Purchase Price
|
(D)
|
Interest Subsidy and Special Allowance Payments and Rebate Fees
|
(E)
|
Grant of Contract Right
|
SECTION 4.
|
CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION
|
SECTION 5.
|
REPRESENTATIONS AND WARRANTIES OF BLUEMONT FUNDING AND THE INTERIM ELIGIBLE LENDER TRUSTEE
|
SECTION 6.
|
REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
|
1.
|
status (i.e., in-school, grace, deferment, forbearance or repayment),
|
2.
|
program type (i.e., Unsubsidized Stafford Loan, Subsidized Stafford Loan (pre-1993 vs. post-1993), PLUS Loan or SLS Loan),
|
3.
|
guarantee percentage,
|
4.
|
school type,
|
5.
|
total return,
|
6.
|
principal balance, and
|
7.
|
remaining term to maturity.
|
SECTION 8.
|
CONTINUING OBLIGATION OF THE SELLER
|
SECTION 9.
|
LIABILITY OF THE SELLER; INDEMNITIES
|
SECTION 10.
|
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER
|
SECTION 12.
|
LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER
|
SECTION 13.
|
EXPENSES
|
BLUEMONT FUNDING LLC
(Seller)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
|
SLM FUNDING LLC
(Purchaser)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
|
|
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
not in its individual capacity but
solely as Bluemont Funding Eligible Lender
Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
|
SALLIE MAE, INC.
(Servicer)
By: /s/ Jeffrey Stine
Name: Jeffrey Stine
Title: Vice President
|
|
Dated as of February 14, 2013
|
|
TERMS, CONDITIONS AND COVENANTS
|
BLUEMONT FUNDING LLC
(Seller)
Name: Mark D. Rein
Title: Vice President
SLM FUNDING LLC
(Purchaser)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely as Interim Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely as Bluemont Funding Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont Funding LLC
Lender Code: 833 253
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Seller)Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
(Signature of Authorized Signatory for Seller)Name: Mark DiGiacomo
Title: Assistant Vice President
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Purchaser)Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
(Signature of Authorized Signatory for Purchaser)Name: Mark DiGiacomo
Title: Assistant Vice President
Date of Purchase: February 14, 2013
|
■
|
Not in claims status, not previously rejected
|
■
|
Not in litigation
|
■
|
Last disbursement was on or before the Statistical Cutoff Date
|
■
|
Loan is not swap-pending
|
American Student Assistance
|
College Assist
|
Educational Credit Management Corporation
|
Finance Authority Of Maine
|
Florida Office Of Student Financial Assistance
|
Georgia Student Finance Commission
|
Great Lakes Higher Education Guaranty Corporation
|
Illinois Student Assistance Commission
|
Kentucky Higher Education Assistance Authority
|
Louisiana Office Of Student Financial Assistance
|
Michigan Guaranty Agency
|
Missouri Department of Higher Education
|
Nebraska National Student Loan Program
|
New Hampshire Higher Education Assistance Foundation
|
New Jersey Higher Education Student Assistance Authority
|
New York State Higher Education Services Corporation
|
Northwest Education Loan Association
|
Oklahoma Guaranteed Student Loan Program
|
Pennsylvania Higher Education Assistance Agency
|
Rhode Island Higher Education Assistance Authority
|
Student Loan Guarantee Foundation of Arkansas
|
Tennessee Student Assistance Corporation
|
Texas Guaranteed Student Loan Corporation
|
United Student Aid Funds, Inc.
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont Funding LLC
Lender Code: 833 253
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Seller)Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
(Signature of Authorized Signatory for Seller)Name: Mark DiGiacomo
Title: Assistant Vice President
Bluemont Funding LLC
By: /s/ Mark D. Rein
(Signature of Authorized Signatory for Seller)Name: Mark D. Rein
Title: Vice President
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Purchaser)Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
(Signature of Authorized Signatory for Purchaser)Name: Mark DiGiacomo
Title: Assistant Vice President
Date of Purchase: February 14, 2013
|
PURCHASER
SLM Funding LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
By: /s/ Mark D. Rein
(Signature of Authorized Officer)Name: Mark D. Rein
Title: Vice President
Date of Purchase: February 14, 2013
|
|
Dated as of [ ], 2013
|
|
TERMS, CONDITIONS AND COVENANTS
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont Funding LLC
Lender Code: 833 253
By: ____________________________
(Signature of Authorized Signatory
for Seller)
Name:
Title:
By: ____________________________
(Signature of Authorized Signatory
for Seller)
Name:
Title:
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name: __________________________
Title: ___________________________
Date of Purchase: _________________
|
■
|
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
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont Funding LLC
Lender Code: 833 253
By: ____________________________
(Signature of Authorized Officer)
Name:
Title:
By: ____________________________
(Signature of Authorized Officer)
Name:
Title:
Bluemont Funding LLC
By: _____________________________
(Signature of Authorized Signatory
for Seller)
Name:
Title:
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase: _________________
|
PURCHASER
SLM Funding LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
By: _____________________________
(Signature of Authorized Officer)
Name:
Title:
Date of Purchase: _________________
|
Additional Loans
|
Principal Balance
as of the related Subsequent Cutoff Date
|
Purchase Price
|
|
1.
|
loan application, and any supplement thereto,
|
|
2.
|
original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all loans so represented are not being sold) or the electronic records evidencing the same,
|
|
3.
|
evidence of guarantee,
|
|
4.
|
any other document and/or record which Funding may be required to retain pursuant to the Higher Education Act,
|
|
5.
|
if applicable, payment history (or similar document) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the Statistical Cutoff Date, in the case of the Initial Loans, or the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, and (ii) an accounting of the allocation of all payments by the Borrower or on the Borrower’s behalf to principal and interest on the Loan,
|
|
6.
|
if applicable, documentation which supports periods of current or past deferment or past forbearance,
|
|
7.
|
if applicable, a collection history, if the Loan was ever in a delinquent status, including detailed summaries of contacts and including the addresses or telephone numbers used in contacting or attempting to contact Borrower and any endorser and, if required by the Guarantor, copies of all letters and other correspondence relating to due diligence processing,
|
|
8.
|
if applicable, evidence of all requests for skip-tracing assistance and current address of Borrower, if located,
|
|
9.
|
if applicable, evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) have been notified, and
|
|
10.
|
if applicable, a record of any event resulting in a change to or confirmation of any data in the related Trust Student Loan File.
|
|
(A) Requirements Relating to Additional Loans
|
|
(B) Consummation of Sale and Purchase
|
|
(C) Settlement of the Purchase Price
|
|
(D) Interest Subsidy and Special Allowance Payments and Rebate Fees
|
|
(E) Grant of Contract Right
|
|
1. status (i.e., in-school, grace, deferment, forbearance or repayment),
|
|
2. program type (i.e., Unsubsidized Stafford Loan, Subsidized Stafford Loan (pre-1993 vs. post-1993), PLUS Loan or SLS Loan),
|
|
3. guarantee percentage,
|
|
4. school type,
|
|
5. total return,
|
|
6. principal balance, and
|
|
7. remaining term to maturity.
|
TOWN CENTER FUNDING LLC
(Seller)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
not in its individual capacity but
solely as Town Center Funding Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
SALLIE MAE, INC.
(Servicer)
By: /s/ Jeffrey Stine
Name: Jeffrey Stine
Title: Vice President
|
SLM FUNDING LLC
(Purchaser)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
|
Dated as of February 14, 2013
|
|
TERMS, CONDITIONS AND COVENANTS
|
TOWN CENTER FUNDING LLC
(Seller)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
SLM FUNDING LLC
(Purchaser)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely as Interim Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely as Town Center Funding Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding LLC
Lender Code: 833 253
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Seller)
Name: Michele H.Y. Voon
Title: Vice President
By: s/ Mark DiGiacomo
(Signature of Authorized Signatory for Seller)
Name: Mark DiGiacomo
Title: Assistant Vice President
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Purchaser)
Name: Michele H.Y. Voon
Title: Vice President
By: s/ Mark DiGiacomo
(Signature of Authorized Signatory for Purchaser)
Name: Mark DiGiacomo
Title: Assistant Vice President
Date of Purchase: February 14, 2013
|
■
|
Not in claims status, not previously rejected
|
■
|
Not in litigation
|
■
|
Last disbursement was on or before the Statistical Cutoff Date
|
■
|
Loan is not swap-pending
|
American Student Assistance
|
College Assist
|
Educational Credit Management Corporation
|
Finance Authority Of Maine
|
Florida Office Of Student Financial Assistance
|
Georgia Student Finance Commission
|
Great Lakes Higher Education Guaranty Corporation
|
Illinois Student Assistance Commission
|
Kentucky Higher Education Assistance Authority
|
Louisiana Office Of Student Financial Assistance
|
Michigan Guaranty Agency
|
Missouri Department of Higher Education
|
Nebraska National Student Loan Program
|
New Hampshire Higher Education Assistance Foundation
|
New Jersey Higher Education Student Assistance Authority
|
New York State Higher Education Services Corporation
|
Northwest Education Loan Association
|
Oklahoma Guaranteed Student Loan Program
|
Pennsylvania Higher Education Assistance Agency
|
Rhode Island Higher Education Assistance Authority
|
Student Loan Guarantee Foundation of Arkansas
|
Tennessee Student Assistance Corporation
|
Texas Guaranteed Student Loan Corporation
|
United Student Aid Funds, Inc.
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding LLC
Lender Code: 833 253
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Seller)
Name: Michele H.Y. Voon
Title: Vice President
By: s/ Mark DiGiacomo
(Signature of Authorized Signatory for Seller)
Name: Mark DiGiacomo
Title: Assistant Vice President
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Purchaser)
Name: Michele H.Y. Voon
Title: Vice President
By: s/ Mark DiGiacomo
(Signature of Authorized Signatory for Purchaser)
Name: Mark DiGiacomo
Title: Assistant Vice President
Date of Purchase: February 14, 2013
|
PURCHASER
SLM Funding LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
By: /s/ Mark D. Rein
(Signature of Authorized Officer)
Name: Mark D. Rein
Title: Vice President
Date of Purchase: February 14, 2013
|
|
Dated as of [ ], 2013
|
|
TERMS, CONDITIONS AND COVENANTS
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding LLC
Lender Code: 833 253
By: ____________________________
(Signature of Authorized Signatory
for Seller)
Name:
Title:
By: ____________________________
(Signature of Authorized Signatory
for Seller)
Name:
Title:
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase: _________________
|
■
|
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
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding LLC
Lender Code: 833 253
By: ____________________________
(Signature of Authorized Officer)
Name:
Title:
By: ____________________________
(Signature of Authorized Officer)
Name:
Title:
Town Center Funding LLC
By: _____________________________
(Signature of Authorized Signatory
for Seller)
Name:
Title:
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase: _________________
|
PURCHASER
SLM Funding LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
By: _____________________________
(Signature of Authorized Officer)
Name: _________________________
Title: __________________________
Date of Purchase:__________________
|
Additional Loans
|
Principal Balance
as of the related Subsequent Cutoff Date
|
Purchase Price
|
|
1.
|
loan application, and any supplement thereto,
|
|
2.
|
original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all loans so represented are not being sold) or the electronic records evidencing the same,
|
|
3.
|
evidence of guarantee,
|
|
4.
|
any other document and/or record which Funding may be required to retain pursuant to the Higher Education Act,
|
|
5.
|
if applicable, payment history (or similar document) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the Statistical Cutoff Date, in the case of the Initial Loans, or the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, and (ii) an accounting of the allocation of all payments by the Borrower or on the Borrower’s behalf to principal and interest on the Loan,
|
|
6.
|
if applicable, documentation which supports periods of current or past deferment or past forbearance,
|
|
7.
|
if applicable, a collection history, if the Loan was ever in a delinquent status, including detailed summaries of contacts and including the addresses or telephone numbers used in contacting or attempting to contact Borrower and any endorser and, if required by the Guarantor, copies of all letters and other correspondence relating to due diligence processing,
|
|
8.
|
if applicable, evidence of all requests for skip-tracing assistance and current address of Borrower, if located,
|
|
9.
|
if applicable, evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) have been notified, and
|
|
10.
|
if applicable, a record of any event resulting in a change to or confirmation of any data in the related Trust Student Loan File.
|
|
(A) Requirements Relating to Additional Loans
|
|
(B) Consummation of Sale and Purchase
|
|
(C) Settlement of the Purchase Price
|
|
(D) Interest Subsidy and Special Allowance Payments and Rebate Fees
|
|
(E) Grant of Contract Right
|
|
1. status (i.e., in-school, grace, deferment, forbearance or repayment),
|
|
2. program type (i.e., Unsubsidized Stafford Loan, Subsidized Stafford Loan(pre-1993 vs. post-1993), PLUS Loan or SLS Loan),
|
|
3. guarantee percentage,
|
|
4. school type,
|
|
5. total return,
|
|
6. principal balance, and
|
|
7. remaining term to maturity.
|
TOWN HALL FUNDING LLC
|
SLM FUNDING LLC
|
(Seller)
|
(Purchaser)
|
By: /s/ Mark D. Rein
|
By: /s/ Mark D. Rein
|
Name: Mark D. Rein
|
Name: Mark D. Rein
|
Title: Vice President
|
Title: Vice President
|
DEUTSCHE BANK TRUST COMPANY
|
DEUTSCHE BANK TRUST COMPANY
|
AMERICAS,
|
AMERICAS,
|
not in its individual capacity but
|
not in its individual capacity but
|
solely as Town Hall Funding Eligible Lender
|
solely as Interim Eligible Lender Trustee
|
Trustee
|
|
By: /s/ Michele H.Y. Voon
|
By: /s/ Michele H.Y. Voon
|
Name: Michele H.Y. Voon
|
Name: Michele H.Y. Voon
|
Title: Vice President
|
Title: Vice President
|
By: /s/ Mark DiGiacomo
|
By: /s/ Mark DiGiacomo
|
Name: Mark DiGiacomo
|
Name: Mark DiGiacomo
|
Title: Assistant Vice President
|
Title: Assistant Vice President
|
TOWN HALL FUNDING LLC
(Seller)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
SLM FUNDING LLC
(Purchaser)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely as Interim Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely as Town Hall Funding Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding LLC
Lender Code: 833 253
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Seller)
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
(Signature of Authorized Signatory for Seller)
Name: Mark DiGiacomo
Title: Assistant Vice President
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Purchaser)
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
(Signature of Authorized Signatory for Purchaser)
Name: Mark DiGiacomo
Title: Assistant Vice President
Date of Purchase: February 14, 2013
|
■
|
Not in claims status, not previously rejected
|
■
|
Not in litigation
|
■
|
Last disbursement was on or before the Statistical Cutoff Date
|
■
|
Loan is not swap-pending
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding LLC
Lender Code: 833 253
By:
(Signature of Authorized Officer)
Name:
Title:
By:
(Signature of Authorized Officer)
Name:
Title:
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By:
(Signature of Authorized Signatory for Purchaser)
Name:
By:
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase: February 14, 2013
|
|
PURCHASER
SLM Funding LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
By:
(Signature of Authorized Officer)
Name:
Title:
Date of Purchase: February 14, 2013
|
TOWN HALL FUNDING LLC
(Seller)
By: _________________________
Name: _______________________
Title: ________________________
SLM FUNDING LLC
(Purchaser)
By: __________________________
Name: ________________________
Title: _________________________
|
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely as Town Hall Funding Eligible Lender Trustee
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely as Interim Eligible Lender Trustee
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding LLC
Lender Code: 833 253
By: _____________________________
(Signature of Authorized Signatory for Seller)
Name:
Title:
By: _____________________________
(Signature of Authorized Signatory for Seller)
Name:
Title:
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase: _________________
|
■
|
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
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding LLC
Lender Code: 833 253
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Seller)
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
(Signature of Authorized Signatory for Seller)
Name: Mark DiGiacomo
Title: Assistant Vice President
Town Hall Funding LLC
By: /s/ Mark D. Rein
(Signature of Authorized Signatory for Seller)Name: Mark D. Rein
Title: Vice President
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Purchaser)
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
(Signature of Authorized Signatory for Purchaser)
Name: Mark DiGiacomo
Title: Assistant Vice President
Date of Purchase: February 14, 2013
|
PURCHASER
SLM Funding LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
By: /s/ Mark D. Rein
(Signature of Authorized Officer)Name: Mark D. Rein
Title: Vice President
Date of Purchase: February 14, 2013
|
Additional Loans
|
Principal Balance
as of the related Subsequent Cutoff Date
|
Purchase Price
|
|
1.
|
loan application, and any supplement thereto,
|
|
2.
|
original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all loans so represented are not being sold) or the electronic records evidencing the same,
|
|
3.
|
evidence of guarantee,
|
|
4.
|
any other document and/or record which Funding may be required to retain pursuant to the Higher Education Act,
|
|
5.
|
if applicable, payment history (or similar document) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the Statistical Cutoff Date, in the case of the Initial Loans, or the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, and (ii) an accounting of the allocation of all payments by the Borrower or on the Borrower’s behalf to principal and interest on the Loan,
|
|
6.
|
if applicable, documentation which supports periods of current or past deferment or past forbearance,
|
|
7.
|
if applicable, a collection history, if the Loan was ever in a delinquent status, including detailed summaries of contacts and including the addresses or telephone numbers used in contacting or attempting to contact Borrower and any endorser and, if required by the Guarantor, copies of all letters and other correspondence relating to due diligence processing,
|
|
8.
|
if applicable, evidence of all requests for skip-tracing assistance and current address of Borrower, if located,
|
|
9.
|
if applicable, evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) have been notified, and
|
|
10.
|
if applicable, a record of any event resulting in a change to or confirmation of any data in the related Trust Student Loan File.
|
|
(A) Requirements Relating to Additional Loans
|
|
(B) Consummation of Sale and Purchase
|
|
(C) Settlement of the Purchase Price
|
|
(D) Interest Subsidy and Special Allowance Payments and Rebate Fees
|
|
(E) Grant of Contract Right
|
|
1. status (i.e., in-school, grace, deferment, forbearance or repayment),
|
|
2. program type (i.e., Unsubsidized Stafford Loan, Subsidized Stafford Loan (pre-1993 vs. post-1993), PLUS Loan or SLS Loan),
|
|
3. guarantee percentage,
|
|
4. school type,
|
|
5. total return,
|
|
6. principal balance, and
|
|
7. remaining term to maturity.
|
VL FUNDING LLC
(Seller)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
not in its individual capacity but
solely as VL Funding Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
SALLIE MAE, INC.
(Servicer)
By: /s/ Jeffrey Stine
Name: Jeffrey Stine
Title: Vice President
|
SLM FUNDING LLC
(Purchaser)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
|
Dated as of February 14, 2013
|
|
TERMS, CONDITIONS AND COVENANTS
|
VL FUNDING LLC
(Seller)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
SLM FUNDING LLC
(Purchaser)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely as Interim Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
DEUTSCHE BANK TRUST COMPANY AMERICAS,
not in its individual capacity but solely as VL Funding Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as VL Funding Eligible Lender Trustee for the benefit of VL Funding LLC
Lender Code: 833 253
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Seller)
Name: Michele H.Y. Voon
Title: Vice President
By: s/ Mark DiGiacomo
(Signature of Authorized Signatory for Seller)
Name: Mark DiGiacomo
Title: Assistant Vice President
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Purchaser)
Name: Michele H.Y. Voon
Title: Vice President
By: s/ Mark DiGiacomo
(Signature of Authorized Signatory for Purchaser)
Name: Mark DiGiacomo
Title: Assistant Vice President
Date of Purchase: February 14, 2013
|
■
|
Not in claims status, not previously rejected
|
■
|
Not in litigation
|
■
|
Last disbursement was on or before the Statistical Cutoff Date
|
■
|
Loan is not swap-pending
|
American Student Assistance
|
College Assist
|
Educational Credit Management Corporation
|
Finance Authority Of Maine
|
Florida Office Of Student Financial Assistance
|
Georgia Student Finance Commission
|
Great Lakes Higher Education Guaranty Corporation
|
Illinois Student Assistance Commission
|
Kentucky Higher Education Assistance Authority
|
Louisiana Office Of Student Financial Assistance
|
Michigan Guaranty Agency
|
Missouri Department of Higher Education
|
Nebraska National Student Loan Program
|
New Hampshire Higher Education Assistance Foundation
|
New Jersey Higher Education Student Assistance Authority
|
New York State Higher Education Services Corporation
|
Northwest Education Loan Association
|
Oklahoma Guaranteed Student Loan Program
|
Pennsylvania Higher Education Assistance Agency
|
Rhode Island Higher Education Assistance Authority
|
Student Loan Guarantee Foundation of Arkansas
|
Tennessee Student Assistance Corporation
|
Texas Guaranteed Student Loan Corporation
|
United Student Aid Funds, Inc.
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as VL Funding Eligible Lender Trustee for the benefit of VL Funding LLC
Lender Code: 833 253
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Seller)
Name: Michele H.Y. Voon
Title: Vice President
By: s/ Mark DiGiacomo
(Signature of Authorized Signatory for Seller)
Name: Mark DiGiacomo
Title: Assistant Vice President
VL Funding LLC
By:
(Signature of Authorized Signatory
for Seller)
Name:
Title:
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for Purchaser)
Name: Michele H.Y. Voon
Title: Vice President
By: s/ Mark DiGiacomo
(Signature of Authorized Signatory for Purchaser)
Name: Mark DiGiacomo
Title: Assistant Vice President
Date of Purchase: February 14, 2013
|
PURCHASER
SLM Funding LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
By: /s/ Mark D. Rein
(Signature of Authorized Officer)
Name: Mark D. Rein
Title: Vice President
Date of Purchase: February 14, 2013
|
|
Dated as of [ ], 2013
|
|
TERMS, CONDITIONS AND COVENANTS
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as VL Funding Eligible Lender Trustee for the benefit of VL Funding LLC
Lender Code: 833 253
By: ____________________________
(Signature of Authorized Signatory
for Seller)
Name:
Title:
By: ____________________________
(Signature of Authorized Signatory
for Seller)
Name:
Title:
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase: _________________
|
■
|
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
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as VL Funding Eligible Lender Trustee for the benefit of VL Funding LLC
Lender Code: 833 253
By: ____________________________
(Signature of Authorized Officer)
Name:
Title:
By: ____________________________
(Signature of Authorized Officer)
Name:
Title:
VL Funding LLC
By: _____________________________
(Signature of Authorized Signatory
for Seller)
Name:
Title:
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
By: _____________________________
(Signature of Authorized Signatory for Purchaser)
Name:
Title:
Date of Purchase: _________________
|
PURCHASER
SLM Funding LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
By: _____________________________
(Signature of Authorized Officer)
Name: _________________________
Title: __________________________
Date of Purchase:__________________
|
Additional Loans
|
Principal Balance
as of the related Subsequent Cutoff Date
|
Purchase Price
|
|
1.
|
loan application, and any supplement thereto,
|
|
2.
|
original promissory note and any addendum thereto (or a certified copy thereof if more than one loan is represented by a single promissory note and all loans so represented are not being sold) or the electronic records evidencing the same,
|
|
3.
|
evidence of guarantee,
|
|
4.
|
any other document and/or record which the Purchaser may be required to retain pursuant to the Higher Education Act,
|
|
5.
|
if applicable, payment history (or similar document) including (i) an indication of the Principal Balance and the date through which interest has been paid, each as of the
|
|
|
Statistical Cutoff Date, in the case of the Initial Loans, or, the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan and (ii) an accounting of the allocation of all payments by the Borrower or on the Borrower’s behalf to principal and interest on the Loan,
|
|
6.
|
if applicable, documentation which supports periods of current or past deferment or past forbearance,
|
|
7.
|
if applicable, a collection history, if the Loan was ever in a delinquent status, including detailed summaries of contacts and including the addresses or telephone numbers used in contacting or attempting to contact the 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 the Borrower, if located,
|
|
9.
|
if applicable, evidence of requests for pre-claims assistance, and evidence that the Borrower’s school(s) has/have been notified, and
|
|
10.
|
if applicable, a record of any event resulting in a change to or confirmation of any data in the related Trust Student Loan File.
|
|
(1)
|
status (i.e., in-school, grace, deferment, forbearance or repayment);
|
|
(2)
|
program type (i.e., Unsubsidized Stafford Loan or Subsidized Stafford Loan (pre-1993 v. post-1993), PLUS Loan or SLS Loan);
|
|
(3)
|
guarantee percentage;
|
|
(4)
|
school type;
|
|
(5)
|
total return;
|
|
(6)
|
principal balance; and
|
|
(7)
|
remaining term to maturity.
|
SLM FUNDING LLC
(Seller)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
|
SLM STUDENT LOAN TRUST 2013-1
(Purchaser)
By: Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Interim Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
SLM FUNDING LLC
(Seller)
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
|
SLM STUDENT LOAN TRUST 2013-1
(Purchaser)
by Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Interim Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the Benefit of SLM Funding LLC
Lender Code: 833 253
By: /s/ Michele H.Y. Voon
(Signature of Authorized Officer)
Name: Michele H.Y. Voon
Title: Vice President
By: s/ Mark DiGiacomo
(Signature of Authorized Officer)
Name: Mark DiGiacomo
Title: Assistant Vice President
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2013-1
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for the Purchaser)
Name: Michele H.Y. Voon
Title: Vice President
By: s/ Mark DiGiacomo
(Signature of Authorized Signatory for the Purchaser)
Name: Mark DiGiacomo
Title: Assistant Vice President
Date of Purchase: February 14, 2013
|
|
■
|
Not in claims status, not previously rejected
|
■
|
Not in litigation
|
■
|
Last disbursement was on or before the Statistical Cutoff Date
|
■
|
Loan is not swap-pending
|
American Student Assistance
|
|
College Assist
|
|
Educational Credit Management Corporation
|
|
Finance Authority Of Maine
|
|
Florida Office Of Student Financial Assistance
|
|
Georgia Student Finance Commission
|
|
Great Lakes Higher Education Guaranty Corporation
|
|
Illinois Student Assistance Commission
|
|
Kentucky Higher Education Assistance Authority
|
|
Louisiana Office Of Student Financial Assistance
|
|
Michigan Guaranty Agency
|
|
Missouri Department of Higher Education
|
|
Nebraska National Student Loan Program
|
|
New Hampshire Higher Education Assistance Foundation
|
|
New Jersey Higher Education Student Assistance Authority
|
|
New York State Higher Education Services Corporation
|
|
Northwest Education Loan Association
|
|
Oklahoma Guaranteed Student Loan Program
|
|
Pennsylvania Higher Education Assistance Agency
|
|
Rhode Island Higher Education Assistance Authority
|
|
Student Loan Guarantee Foundation of Arkansas
|
|
Tennessee Student Assistance Corporation
|
|
Texas Guaranteed Student Loan Corporation
|
|
United Student Aid Funds, Inc.
|
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
Lender Code: 833 253
By: /s/ Michele H.Y. Voon
(Signature of Authorized Officer)
Name: Michele H.Y. Voon
Title: Vice President
By: s/ Mark DiGiacomo
(Signature of Authorized Officer)
Name: Mark DiGiacomo
Title: Assistant Vice President
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2013-1
By: /s/ Michele H.Y. Voon
(Signature of Authorized Signatory for the Purchaser)
Name: Michele H.Y. Voon
Title: Vice President
By: s/ Mark DiGiacomo
(Signature of Authorized Signatory for the Purchaser)
Name: Mark DiGiacomo
Title: Assistant Vice President
Date of Purchase: February 14, 2013
|
SELLER
SLM Funding LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
Lender Code:
By: /s/ Mark D. Rein
(Signature of Authorized Officer)
Name: Mark D. Rein
Title: Vice President
|
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
Lender Code: 833 253
By: ____________________________
(Signature of Authorized Officer)
Name: _________________________
Title: __________________________
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2013-1
By: _____________________________
(Signature of Authorized Signatory for the Purchaser)
Name: __________________________
Title: ___________________________
Date of Purchase: _________________
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
Lender Code: 833 253
By: ____________________________
(Signature of Authorized Officer)
Name: _________________________
Title: __________________________
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2013-1
By: _____________________________
(Signature of Authorized Signatory for the Purchaser)
Name: __________________________
Title: ___________________________
Date of Purchase: _________________
|
■
|
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
|
SELLER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC
Lender Code: 833253
By: ___________________________
(Signature of Authorized Officer)
Name: _________________________
Title: __________________________
|
PURCHASER
Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2013-1
By: _____________________________
(Signature of Authorized Signatory for the Purchaser)
Name: __________________________
Title: ___________________________
Date of Purchase: _________________
|
SELLER
SLM Funding LLC
2001 Edmund Halley Drive
Reston, Virginia 20191
Lender Code:
By: _____________________________
(Signature of Authorized Officer)
Name:
Title:
|
|
Additional Loans
|
Principal Balance
as of the related Subsequent Cutoff Date
|
Purchase Price
|
ARTICLE I
|
||
Section 1.1
|
Definitions and Usage.
|
2
|
ARTICLE II
|
||
Section 2.1
|
Duties with Respect to the Indenture.
|
2
|
Section 2.2
|
Duties with Respect to the Issuer.
|
5
|
Section 2.3
|
Establishment of Trust Accounts.
|
6
|
Section 2.4
|
Collections; Collection Account.
|
10
|
Section 2.5
|
Application of Collections.
|
10
|
Section 2.6
|
Additional Deposits.
|
10
|
Section 2.7
|
Distributions.
|
11
|
Section 2.8
|
Priority of Distributions.
|
13
|
Section 2.9
|
Reserve Account
|
14
|
Section 2.10
|
Investment Earnings; Other Trust Accounts.
|
16
|
Section 2.11
|
Statements to Excess Distribution Certificateholder and Noteholders
|
18
|
Section 2.12
|
Non-Ministerial Matters
|
20
|
Section 2.13
|
Exceptions
|
20
|
Section 2.14
|
Compensation
|
20
|
Section 2.15
|
Servicer and Administrator Expenses
|
21
|
ARTICLE III
|
||
Section 3.1
|
Administrator’s Certificate; Servicer’s Report.
|
21
|
Section 3.2
|
Annual Statement as to Compliance; Notice of Default; Financial Statements.
|
21
|
Section 3.3
|
Annual Independent Certified Public Accountants’ Report
|
22
|
ARTICLE IV
|
||
Section 4.1
|
Representations of Administrator
|
23
|
Section 4.2
|
Liability of Administrator; Indemnities.
|
24
|
Section 4.3
|
Merger or Consolidation of, or Assumption of the Obligation of, Administrator
|
26
|
Section 4.4
|
Limitation on Liability of Administrator and Others
|
27
|
Section 4.5
|
Administrator May Own Excess Distribution Certificate or Notes
|
27
|
Section 4.6
|
Sallie Mae, Inc. Not to Resign as Administrator
|
27
|
Section 4.7
|
Privacy and Security Provisions
|
28
|
ARTICLE V
|
||
Section 5.1
|
Administrator Default
|
28
|
Section 5.2
|
Appointment of Successor.
|
29
|
Section 5.3
|
Notification to Noteholders and Certificateholder
|
30
|
Section 5.4
|
Waiver of Past Defaults
|
30
|
ARTICLE VI
|
||
Section 6.1
|
Termination.
|
31
|
ARTICLE VII
|
||
Section 7.1
|
Protection of Interests in Trust.
|
32
|
ARTICLE VIII
|
||
Section 8.1
|
Independence of the Administrator
|
34
|
Section 8.2
|
No Joint Venture
|
34
|
Section 8.3
|
Other Activities of Administrator
|
34
|
Section 8.4
|
Powers of Attorney
|
34
|
Section 8.5
|
Amendment
|
35
|
Section 8.6
|
Assignment
|
36
|
Section 8.7
|
Limitations on Rights of Others
|
36
|
Section 8.8
|
Assignment to Indenture Trustee
|
36
|
Section 8.9
|
Nonpetition Covenants.
|
36
|
Section 8.10
|
Limitation of Liability of Eligible Lender Trustee and Indenture Trustee.
|
37
|
Section 8.11
|
Governing Law
|
37
|
Section 8.12
|
Headings
|
37
|
Section 8.13
|
Counterparts
|
38
|
Section 8.14
|
Severability
|
38
|
Section 8.15
|
Excess Distribution Certificate
|
38
|
Section 8.16
|
Notices
|
38
|
Section 8.17
|
Waiver of Jury Trial
|
38
|
Section 8.18
|
Force Majeure
|
38
|
ARTICLE IX
|
||
Section 9.1
|
Intent of the Parties; Reasonableness
|
38
|
Section 9.2
|
Reporting Requirements.
|
39
|
Section 9.3
|
Administrator Compliance Statement
|
39
|
Section 9.4
|
Report on Assessment of Compliance and Attestation
|
39
|
|
(W) that funds on deposit in the Supplemental Purchase Account, if invested, shall be invested only in Eligible Investments that are scheduled to mature (or with respect to Eligible Investments under clause (g) of the definition of “Eligible Investments” are expected to mature) on or before the end of the Supplemental Purchase Period;
|
|
(X) [Reserved];
|
|
(Y) [Reserved]; and
|
|
(Z) [Reserved].
|
SALLIE MAE, INC.,
as Administrator
By: /s/ Stephen J. O'Connell
Name: Stephen J. O'Connell
Title: Senior Vice President
SALLIE MAE, INC.,
as Servicer
By: /s/ Jeffrey Stine
Name: Jeffrey Stine
Title: Vice President
SLM FUNDING LLC,
as Depositor
By: /s/ Mark D. Rein
Name: Mark D. Rein
Title: Vice President
|
DEUTSCHE BANK TRUST COMPANY
AMERICAS, not in its individual capacity but
solely as the Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
SLM STUDENT LOAN TRUST 2013-1,
as Issuer
By: DEUTSCHE BANK TRUST COMPANY
AMERICAS, not in its individual capacity but
solely as Eligible Lender Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
DEUTSCHE BANK NATIONAL TRUST
COMPANY, not in its individual capacity but
solely as Indenture Trustee
By: /s/ Michele H.Y. Voon
Name: Michele H.Y. Voon
Title: Vice President
By: /s/ Mark DiGiacomo
Name: Mark DiGiacomo
Title: Assistant Vice President
|
Reference
|
Criteria
|
Applicability
|
General Servicing Considerations
|
||
1122(d)(1)(i)
|
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.
|
N/A
|
1122(d)(1)(ii)
|
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
|
N/A
|
1122(d)(1)(iii)
|
Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.
|
N/A
|
1122(d)(1)(iv)
|
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the Basic Documents.
|
N/A
|
Cash Collection and Administration
|
||
1122(d)(2)(i)
|
Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(2)(ii)
|
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
|
|
1122(d)(2)(iii)
|
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.
|
N/A
|
1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.
|
N/A
|
1122(d)(2)(v)
|
Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
|
N/A
|
1122(d)(2)(vi)
|
Unissued checks are safeguarded so as to prevent unauthorized access.
|
N/A
|
1122(d)(2)(vii)
|
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.
|
N/A
|
Investor Remittances and Reporting
|
||
1122(d)(3)(i)
|
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer.
|
N/A
|
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.
|
N/A
|
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
N/A
|
Pool Asset Administration
|
||
1122(d)(4)(i)
|
Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.
|
N/A
|
1122(d)(4)(ii)
|
Student loan and related documents are safeguarded as required by the Basic Documents
|
N/A
|
1122(d)(4)(iii)
|
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.
|
N/A
|
1122(d)(4)(iv)
|
Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.
|
N/A
|
1122(d)(4)(v)
|
The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
|
N/A
|
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligor’s student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.
|
N/A
|
1122(d)(4)(vii)
|
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.
|
N/A
|
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
|
N/A
|
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.
|
N/A
|
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(4)(xi)
|
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(4)(xii)
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
|
N/A
|
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(4)(xiv)
|
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.
|
N/A
|
1122(d)(4)(xv)
|
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.
|
N/A
|
|
Page
|
|
|
ARTICLE I.
|
||
Section 1.1.
|
Definitions and Usage
|
1
|
ARTICLE II.
|
||
Section 2.1.
|
Custody of Trust Student Loan Files
|
1
|
Section 2.2.
|
Duties of Servicer as Custodian
|
2
|
Section 2.3.
|
Maintenance of and Access to Records
|
2
|
Section 2.4.
|
Release of Documents
|
3
|
Section 2.5.
|
Instructions; Authority to Act
|
3
|
Section 2.6.
|
[Reserved].
|
3
|
Section 2.7.
|
Effective Period and Termination
|
3
|
ARTICLE III.
|
||
Section 3.1.
|
Duties of Servicer
|
3
|
Section 3.2.
|
Collection of Trust Student Loan Payments.
|
4
|
Section 3.3.
|
Realization upon Trust Student Loans
|
6
|
Section 3.4.
|
No Impairment
|
6
|
Section 3.5.
|
Purchase of Trust Student Loans; Reimbursement.
|
6
|
Section 3.6.
|
Primary Servicing Fee; Carryover Servicing Fee
|
8
|
Section 3.7.
|
Access to Certain Documentation and Information Regarding Trust Student Loans
|
9
|
Section 3.8.
|
Servicer Expenses
|
9
|
Section 3.9.
|
Appointment of Subservicers or Subcontractors.
|
9
|
Section 3.10.
|
Reports
|
10
|
Section 3.11.
|
Covenants and Agreements of the Issuer, Administrator, Eligible Lender Trustee and Servicer
|
11
|
Section 3.12.
|
Special Programs
|
12
|
Section 3.12A
|
Prepayments Relating to Borrower Benefit Yield Reductions
|
12
|
Section 3.13.
|
Financial Statements
|
12
|
Section 3.14.
|
Insurance
|
13
|
Section 3.15.
|
Administration Agreement
|
13
|
Section 3.16.
|
Lender Identification Number
|
13
|
Section 3.17.
|
Privacy and Information Security Provisions
|
13
|
ARTICLE IV.
|
||
Section 4.1.
|
Representations of Servicer
|
14
|
Section 4.2.
|
Indemnities of Servicer
|
15
|
Section 4.3.
|
Merger or Consolidation of, or Assumption of the Obligations of, Servicer
|
16
|
Section 4.4.
|
Limitation on Liability of Servicer
|
16
|
Section 4.5.
|
Sallie Mae, Inc. Not to Resign as Servicer
|
17
|
ARTICLE V.
|
||
Section 5.1.
|
Servicer Default
|
17
|
Section 5.2.
|
Appointment of Successor.
|
18
|
Section 5.3.
|
Notification to Noteholders
|
19
|
Section 5.4.
|
Waiver of Past Defaults
|
19
|
ARTICLE VI.
|
||
Section 6.1.
|
Amendment.
|
20
|
Section 6.2.
|
Notices
|
20
|
Section 6.3.
|
Counterparts
|
21
|
Section 6.4.
|
Entire Agreement; Severability
|
21
|
Section 6.5.
|
Governing Law
|
22
|
Section 6.6.
|
Relationship of Parties
|
22
|
Section 6.7.
|
Captions
|
22
|
Section 6.8.
|
Nonliability of Directors, Officers and Employees of Servicer, the Eligible Lender Trustee, the Indenture Trustee and the Administrator
|
22
|
Section 6.9.
|
Assignment
|
22
|
Section 6.10.
|
Limitation of Liability of Eligible Lender Trustee and Indenture Trustee.
|
22
|
ARTICLE VII.
|
||
Section 7.1.
|
Intent of the Parties; Reasonableness
|
23
|
Section 7.2.
|
Reporting Requirements.
|
23
|
Section 7.3.
|
Servicer Compliance Statement
|
24
|
Section 7.4.
|
Report on Assessment of Compliance and Attestation
|
24
|
|
(a)
|
the original fully executed copy of the note (or all electronic records evidencing the same) evidencing the Trust Student Loan; and
|
|
(b)
|
any and all other documents and computerized records that the Servicer shall keep on file, in accordance with its customary procedures, relating to such Trust Student Loan or any Obligor with respect thereto.
|
|
(1)
|
status (i.e., in-school, grace, deferment, forbearance or repayment);
|
|
(2)
|
program type (i.e., unsubsidized or subsidized Stafford Loans (pre-1993 v. post-1993), PLUS Loans or SLS Loans);
|
|
(3)
|
guarantee percentage;
|
|
(4)
|
school type;
|
|
(5)
|
total return;
|
|
(6)
|
principal balance; and
|
|
(7)
|
remaining term to maturity.
|
|
(a)
|
[Reserved]
|
|
(b)
|
Within 30 days following the end of each calendar quarter, to the Department, owner’s request for interest and Special Allowance Payments (ED 799);
|
|
(c)
|
To credit reporting agencies as may be selected by the Servicer, credit reporting agency reporting in accordance with the Higher Education Act;
|
|
(d)
|
At any time the Eligible Lender Trustee or the Indenture Trustee, as the case may be, shall have reasonable grounds to believe that such request would be necessary in connection with its performance of its duties under related documents, and within five (5) Business Days of receipt of a request therefor, the Servicer shall furnish to the Eligible Lender Trustee or to the Indenture Trustee a list of all Trust Student Loans (by borrower loan identification number, type and outstanding principal balance) and any additional information requested relating to the Trust Student Loans; and
|
|
(e)
|
From time to time as may be reasonably requested, reports and data providing additional information on the Trust Student Loans.
|
|
(i)
|
the Servicer is prohibited from disclosing or using any “non-public personal information” (as defined in the GLB Regulations) disclosed or provided by the Trust or on the Trust’s behalf to the Servicer, except solely to carry out the purposes for which it was disclosed, including use under an exception contained in 12 CFR sections 40.14 or 40.15 or 16 CFR sections 313.14 or 313.15, as applicable, of the GLB Regulations in the ordinary course of business to carry out those purposes; and
|
|
(ii)
|
the Servicer has implemented and will maintain an information security program designed to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information, Final Rule (12 CFR Part 30, Appendix B) and the Federal Trade Commission’s Standards for Safeguarding Customer Information (16 CFR Part 314).
|
|
(1)
|
any failure by the Servicer (i) to deliver to the Indenture Trustee for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of either clause (i) or (ii) continues unremedied for five Business Days after written notice of such failure is received by the Servicer from the Eligible Lender Trustee, the Indenture Trustee or the Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or
|
|
(2)
|
any failure by the Servicer duly to observe or to perform in any material respect any other covenant or agreement of the Servicer set forth in this Agreement or any other Basic Document to which the Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Indenture Trustee, the Eligible Lender Trustee or the Administrator or (B) to the Servicer, and to the Indenture Trustee and the Eligible Lender Trustee by the Noteholders representing at least a majority of the Outstanding Amount of the Notes;
|
|
(3)
|
an Insolvency Event occurs with respect to the Servicer; or
|
|
(4)
|
any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or
|
|
(5)
|
any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered;
|
|
(i)
|
if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Attachment E attached to this Agreement;
|
|
(ii)
|
if requested by the Administrator, on behalf of the Issuer, deliver to the Issuer and the Administrator a report of a registered public accounting firm reasonably acceptable to the Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;
|
|
(iii)
|
cause each Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and
|
|
(iv)
|
if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D.
|
|
1.
|
Pre-Sale Files and Reports
|
|
2.
|
Sale Files and Reports
|
|
3.
|
Daily Reporting
|
|
4.
|
Monthly Reporting
|
|
5.
|
Other reports or data requested from time to time that are necessary for the Issuer to comply with Regulation AB.
|
|
Re:
|
The Servicing Agreement dated as of February 14, 2013 (the “Agreement”), among SLM Student Loan Trust 2013-1, as Issuer, Sallie Mae, Inc., as Servicer, Sallie Mae, Inc., as Administrator, Deutsche Bank Trust Company Americas, as Eligible Lender Trustee, and Deutsche Bank National Trust Company, as Indenture Trustee
|
|
(1)
|
I have reviewed the servicer compliance statement of the Servicer provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Trust Student Loans by the Servicer during 20[ ] that were delivered by the Servicer to the Administrator, on behalf of the Issuer, pursuant to the Agreement (collectively, the “Company Servicing Information”);
|
|
(2)
|
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;
|
|
(3)
|
Based on my knowledge, all of the Company Servicing Information required to be provided by the Servicer under the Agreement has been provided to the Administrator, on behalf of the Issuer;
|
|
(4)
|
I am responsible for reviewing the activities performed by the Servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Servicer has fulfilled its obligations under the Agreement in all material respects; and
|
|
(5)
|
The Compliance Statement required to be delivered by the Servicer pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Servicer and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the Administrator, on behalf of the Issuer. Any material instances of noncompliance described in such reports have been disclosed to the Administrator, on behalf of the Issuer. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.
|
|
By:
|
________________________________
|
Reference
|
Criteria
|
Applicability
|
General Servicing Considerations
|
||
1122(d)(1)(i)
|
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the Basic Documents.
|
|
1122(d)(1)(ii)
|
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
|
|
1122(d)(1)(iii)
|
Any requirements in the Basic Documents to maintain a back-up servicer for the trust student loans are maintained.
|
|
1122(d)(1)(iv)
|
A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the Basic Documents.
|
|
Cash Collection and Administration
|
||
1122(d)(2)(i)
|
Payments on trust student loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the Basic Documents.
|
|
1122(d)(2)(ii)
|
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
|
N/A
|
1122(d)(2)(iii)
|
Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the Basic Documents.
|
|
1122(d)(2)(iv)
|
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the Basic Documents.
|
N/A
|
1122(d)(2)(v)
|
Each custodial account is maintained at a federally insured depository institution as set forth in the Basic Documents. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
|
N/A
|
1122(d)(2)(vi)
|
Unissued checks are safeguarded so as to prevent unauthorized access.
|
N/A
|
1122(d)(2)(vii)
|
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing
|
N/A
|
Reference
|
Criteria
|
Applicability
|
accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the Basic Documents; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the Basic Documents.
|
N/A
|
|
Investor Remittances and Reporting
|
||
1122(d)(3)(i)
|
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the Basic Documents and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the Basic Documents; (B) provide information calculated in accordance with the terms specified in the Basic Documents; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of student loans serviced by the Servicer.
|
N/A
|
1122(d)(3)(ii)
|
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the Basic Documents.
|
N/A
|
1122(d)(3)(iii)
|
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the Basic Documents.
|
N/A
|
1122(d)(3)(iv)
|
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
|
N/A
|
Pool Asset Administration
|
||
1122(d)(4)(i)
|
Collateral or security on student loans is maintained as required by the Basic Documents or related student loan documents.
|
|
1122(d)(4)(ii)
|
Student loan and related documents are safeguarded as required by the Basic Documents
|
|
1122(d)(4)(iii)
|
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the Basic Documents.
|
N/A
|
1122(d)(4)(iv)
|
Payments on student loans, including any payoffs, made in accordance with the related student loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the Basic Documents, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related student loan documents.
|
|
1122(d)(4)(v)
|
The Servicer’s records regarding the student loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
|
Reference
|
Criteria
|
Applicability
|
1122(d)(4)(vi)
|
Changes with respect to the terms or status of an obligor’s student loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the Basic Documents and related pool asset documents.
|
|
1122(d)(4)(vii)
|
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the Basic Documents.
|
|
1122(d)(4)(viii)
|
Records documenting collection efforts are maintained during the period a student loan is delinquent in accordance with the Basic Documents. Such records are maintained on at least a monthly basis, or such other period specified in the Basic Documents, and describe the entity’s activities in monitoring delinquent student loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
|
|
1122(d)(4)(ix)
|
Adjustments to interest rates or rates of return for student loans with variable rates are computed based on the related student loan documents.
|
|
1122(d)(4)(x)
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s student loan documents, on at least an annual basis, or such other period specified in the Basic Documents; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable student loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related student loans, or such other number of days specified in the Basic Documents.
|
|
1122(d)(4)(xi)
|
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the Basic Documents.
|
|
1122(d)(4)(xii)
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
|
|
1122(d)(4)(xiii)
|
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the Basic Documents.
|
|
1122(d)(4)(xiv)
|
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the Basic Documents.
|
|
1122(d)(4)(xv)
|
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the Basic Documents.
|
N/A
|
|
By:
|
________________________________
|