**LOAN PURCHASE PROGRAMS ELECTRONIC ANNOUNCEMENT** \#**37**

Date: November 28, 2008

To: FFEL Program Community

From: James Manning, Acting Chief Operating Officer

Federal Student Aid

Subject: Document Submission Process for Execution of the Master Loan
Sale Agreement for the Short-Term Purchase Program

In Electronic Announcement #36, we attached the text of the Notice that
will be published in the *Federal Register* announcing the terms and
conditions of the Department's plan to purchase, on a short-term basis,
2007-2008 academic year FFEL Program loans. Attached to the Notice is
the "Master Loan Sale Agreement 2007-2008" dated November 24, 2008, that
establishes the terms and conditions of those purchases. In addition to
providing the details of the loan purchase program, the MLSA describes
the documents that a FFEL lender or holder must submit if it wishes to
offer for purchase by the Department 2007-2008 academic year loans.

With the posting of the text of the *Federal Register* Notice, FFEL loan
holders may begin submitting documents to the Department using the
instructions and procedures described in the attachment to this
announcement.

It is important to note that a loan holder wishing to sell 2007-2008
academic year loans to the Department must execute the Master Loan Sale
Agreement 2007-2008 even if had previously executed a Master Loan Sale
Agreement for 2008-2009 loans. While similar, there are several
substantive differences between the process used for execution of the
2008-2009 agreement and the Master Loan Sale Agreement 2007-2008. Among
those differences is an expedited execution process for a lender that
had previously executed a 2008-2009 MLSA.

The attachment to this memorandum provides instructions on execution and
submission of the MLSA and the other documents required to sell loans to
the Department. We will provide further information in subsequent
Electronic Announcements related to how a lender who has executed an
MLSA will submit its offer to sell loans as well as specifications for
data file formats and submission.

Thank you for your continued support of these FFEL Loan Purchase
Programs.

Attachment

**United States Department of Education**

**Federal Family Education Loan Program**

**2007-2008 Short-Term Purchase Program**

**[Initial Document Submission Instructions]{.smallcaps}**

**[November 26, 2008]{.smallcaps}**

This document provides information and guidance to FFEL Program
lenders/holders that wish to execute a Master Loan Sale Agreement
2007-2008 (MLSA) with the U.S. Department of Education (the Department)
for the purpose of selling to the Department eligible FFEL loans made
for the 2007-2008 academic year.

The procedures included below explain how a lender creates and executes
the initial documents needed to enter into an MLSA with the Department.
In subsequent announcements, we will provide information on how other
documents and data sets will be submitted and acknowledged.

**EXECUTING THE MASTER LOAN SALE AGREEMENT**

While the documents discussed below (Cover Letter, Adoption Agreement,
Officer's Certificate, and the Opinion of Counsel of the Seller) must
ultimately be submitted with original "pen and ink" signatures, the
Department will initially accept these documents as PDF attachments to
an e-mail, as described more fully below, with submission of the paper
documents expected within three (3) business days from the e-mail
submission. The documents must be submitted together in one packet to
the Department at the address(es) provided below.

Note that submission of the documents described below does not
constitute execution of the Master Loan Sale Agreement. Formal
notification of execution from the Department will be provided upon the
Department's review of submitted documents.

Document Submission for Short-Term Purchase Program

Page 2

**[Cover Letter]{.underline}**

To ensure that the materials submitted to the Department for execution
of a Master Loan Sale Agreement are properly tracked, the selling
lender/holder should include in its submission a cover letter, printed
on the entity's letterhead, which includes the following information:

-   The name, Lender ID (LID), and address of the lender/holder that
    wishes to sell loans to the Department as the "Seller" (see the
    preamble to the Master Loan Sales Agreement for a definition of
    "Seller"). Note that a Seller can be the beneficial holder
    participating in the FFEL Program under an Eligible Lender Trustee
    (ELT) agreement.

-   The name, Lender ID (LID), and address of the Eligible Lender
    Trustee for a beneficial holder, if appropriate.

-   The Seller's contact person with name, address, phone number, e-mail
    address, and fax number.

> []{.mark}

**[Adoption Agreement]{.underline}**

> []{.mark}

A lender that wishes to sell loans to the Department must review the
Master Loan Sale Agreement (MLSA), agree to its terms, and execute the
MLSA by completing and submitting to the Department an "Adoption
Agreement" (see Exhibit A to the MLSA). Note that there are two forms of
the Adoption Agreement. The first must be submitted by a Seller that had
not executed an MLSA with the Department for 2008-2009 FFEL Program
loans. The second, for use by a Seller that has executed such an
agreement, includes an additional provision (Section 5) where the Seller
(and Eligible Lender Trustee, if appropriate) reaffirms the
certifications provided with the earlier execution. Use of this version
of the Adoption Agreement relieves the Seller from the requirement that
it submit an Officer's Certificate (Exhibit C) and an Opinion of Counsel
to the Seller (Exhibit D). Of course, any Seller with an executed
2008-2009 MLSA cannot use the second form if that Seller cannot make the
reaffirmation noted in Section 5

The Adoption Agreement must include a signature of an authorized
official of:

-   The lender/holder, who, upon execution of the Agreement, will be the
    "Seller" offering to sell Eligible Loans to the Department; and

-   The Eligible Lender Trustee if the Seller participates in the FFEL
    Program as a beneficial holder under an Eligible Lender Trustee
    (ELT) agreement.

Upon approval of the submission packet, the Department will return a
copy of the Adoption Agreement, with a signature of an authorized
Departmental official, to the Seller. This will indicate that the Master
Loan Sale Agreement 2007-2008 has been executed between the Department
and the Seller (and the Eligible Lender Trustee, if applicable).

Document Submission for Loan Purchase Commitment Program

Page 3

**[Seller's Officer's Certificate (Exhibit C of the Master Loan Sale
Agreement)]{.underline}**

The Seller must provide the Officer's Certificate in the submission
packet, including the following attachments as noted in the Certificate:

-   Attachment I: A true and correct copy of either the Seller's
    Certificate of Incorporation and its by-laws, its certificate of
    limited partnership and limited partnership agreement, or its
    certificate of formation and limited liability company operating
    agreement, indicating that all are in full force and effect;

-   Attachment II: A true and correct copy of the resolutions duly
    adopted by the Board of Directors of the Seller, with respect to the
    authorization and approval of the sale of loans and indicating that
    said resolutions have not been amended, modified, annulled or
    revoked and are in full force and effect;

-   Attachment III: a Certificate of Good Standing of the Seller.

The Officer's Certificate provides specific legal assurances from the
Seller to the Department. The signature blocks include a place not only
for the Officer, but also for the Secretary of the Seller's
organization.

As a reminder an Officer's Certificate is not required if the Seller has
executed an MLSA with the Department for 2008-2009 FFEL Program loans
and has used the second version of the Adoption Agreement.

**[Opinion of Counsel to the Seller (Exhibit D of the Master Loan Sale
Agreement)]{.underline}**

The Seller must provide an Opinion of Counsel that the Seller is duly
incorporated, has authority to perform its duties under the Agreement,
has duly executed the Agreement and authorized the sale of loans
pursuant to the Agreement, and that the Agreement constitutes a legally
binding obligation of the Seller to perform those duties.

As a reminder an Opinion of Counsel to the Seller is not required if the
Seller has executed an MLSA with the Department for 2008-2009 FFEL
Program loans and has used the second version of the Adoption Agreement.

**[Submission of Documents]{.underline}**

E-Mail: As noted, while the documents discussed above, along with any
additional required information, must ultimately be submitted in their
original form with "pen and ink" signatures, the Department will
initially accept these documents as PDF attachments to an e-mail, sent
to the following e-mail address: ffel.agreementprocess@ed.gov.

Document Submission for Loan Purchase Commitment Program

Page 4

Upon receipt and review of the information submitted in the e-mail
submission, the Department will send an e-mail message to the Seller's
contact e-mail address, as provided on the cover letter, indicating the
date the information was received by the Department. The e-mail message
will also provide information regarding the actions the Seller must
take, if any, while the Department reviews the submission.

Paper: The Department must receive the paper documents no later than
three (3) business days from the e-mail submission date. The documents
must be submitted together in one packet to the Department at the
address(es) provided below.

To avoid a delay in the delivery of mail sent via the U.S. Postal
Service, we encourage, if at all possible, the packet be sent by courier
or express mail to:

United States Department of Education\
830 First Street, N.E.\
Room 111G3\
Washington, DC 20002\
Attention: FFEL Agreement Process Team

If the Seller uses the U.S. Postal Service, the packet should be
addressed to:

United States Department of Education\
400 Maryland Avenue, SW\
UCP, Room 111G3\
Washington, DC 20202-5402\
Attention: FFEL Agreement Process Team

As noted in the cover announcement to this document, we will provide
further information in subsequent Electronic Announcements related to
how a lender who has executed an MLSA will submit its offer to sell
loans as well as specifications for data file formats and submission.

Questions regarding the information in this document should be directed
using email to <ffel.agreementprocess@ed.gov> or phone to (202)
377-4401.