EXHIBIT 99.1
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000
("Master Terms") dated as of March 26, 2003 among SLM Funding LLC ("Funding"),
Chase Manhattan Bank USA, National Association, not in its individual capacity
but solely as Interim Eligible Lender Trustee (the "Interim Eligible Lender
Trustee") for the benefit of Funding under the Interim Trust Agreement dated as
of March 1, 2003 among Funding, the Interim Eligible Lender Trustee and Student
Loan Marketing Association ("Xxxxxx Xxx"), shall be effective upon execution by
the parties hereto. References to Funding herein mean the Interim Eligible
Lender Trustee for all purposes involving the holding or transferring of legal
title to the Eligible Loans.
WHEREAS, Xxxxxx Mae is the owner of certain student loans guaranteed
under the Higher Education Act;
WHEREAS, Xxxxxx Xxx may desire to sell its interest in such loans from
time to time and Funding may desire to purchase such loans from Xxxxxx Mae;
WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal
title to, and serve as eligible lender trustee with respect to, such loans on
behalf of Funding;
NOW, THEREFORE, in connection with the mutual promises contained herein,
the parties hereto agree as follows:
SECTION 1. TERMS
These Master Terms establish the terms under which Xxxxxx Xxx may sell
and Funding (and with respect to legal title, the Interim Eligible Lender
Trustee on behalf of Funding) may purchase the Loans (and all obligations of the
Borrowers thereunder) specified on each Purchase Agreement as the parties may
execute from time to time pursuant to these Master Terms. Each such Purchase
Agreement shall be substantially in the form of Attachment A hereto,
incorporating by reference the terms of these Master Terms, and shall be a
separate agreement among Xxxxxx Mae, Funding, and the Interim Eligible Lender
Trustee on behalf of Funding with respect to the Loans covered by the terms of
such Purchase Agreement. If the terms of a Purchase Agreement conflict with the
terms of these Master Terms, the terms of such Purchase Agreement shall
supersede and govern.
SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein shall have the
definitions set forth in Appendix A hereto.
For purposes hereof:
(A) "Account" means all of the Eligible Loans hereunder of one (1)
Borrower that are of the same Loan type made under the identical
subsection of the Higher Education Act and in the same status.
(B) "Xxxx of Sale" means that document executed by an authorized
officer of Xxxxxx Mae which shall set forth the Loans offered by Xxxxxx
Mae and accepted for purchase by the Interim Eligible Lender Trustee for
the benefit of Funding and which shall sell, assign and convey to the
Interim Eligible Lender Trustee for the benefit of Funding and its
assignees all rights, title and interest of Xxxxxx Xxx in the Loans
listed on the Xxxx of Sale and will certify that the representations and
warranties made by Xxxxxx Xxx pursuant to Section 5(A) of these Master
Terms are true and correct.
(C) "Borrower" means the obligor on a Loan.
(D) "Consolidation Loan" means a Loan made pursuant to and in full
compliance with Section 428C of the Higher Education Act.
(E) "Cutoff Date" means February 24, 2003 and, with respect to
subsequent sales hereunder, a date agreed to by Xxxxxx Mae and Funding
to use in determining the Principal Balance and accrued interest to be
capitalized for purposes of completing the Loan Transmittal Summary
Form.
(F) "Delinquent" means the period any payment of principal or
interest due on the Loan is overdue.
(G) "Eligible Loan" means a Loan offered for sale by Xxxxxx Xxx
under the Purchase Agreement which as of the Cutoff Date is
current or no more Delinquent than permitted under the Purchase
Agreement in payment of principal or interest and which meets
the following criteria as of the effective date of the Xxxx of
Sale:
(i) is a Xxxxxxxx Loan, a PLUS Loan or an SLS Loan, and is
not a Consolidation Loan;
(ii) is owned by Xxxxxx Mae and is fully disbursed;
(iii) is guaranteed as to principal and interest by the
applicable Guarantor to the maximum extent permitted by the
Higher Education Act for such Loan;
(iv) bears interest at a stated rate of not less than the
maximum rate permitted under the Higher Education Act for such
Loan;
(v) is eligible for the payment of the quarterly special
allowance at the full and undiminished rate established under
the formula set forth in the Higher Education Act for such Loan;
(vi) if not yet in repayment status, is eligible for the
payment of interest benefits by the Secretary or, if not so
eligible, is a Loan for which interest either is billed
quarterly to Borrower or deferred until commencement of the
repayment period, in which case such accrued interest is subject
to capitalization to the full extent permitted by the applicable
Guarantor;
(vii) is supported by the following documentation:
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(a) for each Loan:
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
Regulations; and
(b) for each Loan only if applicable:
1. payment history (or similar document) including
(i) an indication of the Principal Balance and
the date through which interest has been paid,
each as of the Cutoff Date and (ii) an
accounting of the allocation of all payments by
Borrower or on Borrower's behalf to principal
and interest on the Loan,
2. documentation which supports periods of current
or past deferment or past forbearance,
3. 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,
4. evidence of all requests for skip-tracing
assistance and current address of Borrower, if
located,
5. evidence of requests for pre-claims assistance,
and evidence that the Borrower's school(s) have
been notified,
6. a record of any event resulting in a change to
or confirmation of any data in the Loan file.
(H) "Excess Distribution Certificate" means the certificate,
substantially in the form of Exhibit A to the Trust Agreement,
evidencing the right to receive payments thereon as set forth in
Sections 2.7C.13, 2.8.1D and 2.8.2B.2 of the Administration Agreement.
(I) "Initial Payment" means the dollar amount specified in the
applicable Purchase Agreement.
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(J) "Loan" means the Note or Notes offered for sale pursuant to the
Purchase Agreement and related documentation together with any
guaranties and other rights relating thereto including, without
limitation, Interest Subsidy Payments and Special Allowance Payments.
(K) "Loan Transmittal Summary Forms" means the forms provided to
Xxxxxx Xxx by Funding and completed by Xxxxxx Mae which list, by
Borrower, the Loans subject to the Xxxx of Sale and the outstanding
Principal Balance and accrued interest thereof as of the Cutoff Date.
(L) "Note" means the promissory note of the Borrower and any
amendment thereto evidencing the Borrower's obligation with regard to a
student loan guaranteed under the Higher Education Act.
(M) "PLUS Loan" means a Loan that was made pursuant to the PLUS
Program established under Section 428B of the Higher Education Act (or
predecessor provisions).
(N) "Principal Balance" means the outstanding principal amount of
the Loan, plus interest expected to be capitalized (if any), less
amounts which may not be insured (such as late charges).
(O) "Purchase Agreement" means a Purchase Agreement (including any
attachments thereto), substantially in the form of Attachment A hereto,
of which these Master Terms form a part by reference.
(P) "Purchase Price" means the Initial Payment, the Excess
Distribution Certificate and any amounts payable to Xxxxxx Mae under
section 3(E) hereof.
(Q) "Sale Agreement" means the Sale Agreement Master Securitization
Terms Number 1000 among SLM Funding LLC as Seller, Chase Manhattan Bank
USA, National Association as Interim Eligible Lender Trustee and
Eligible Lender Trustee.
(R) "Secretary" means the United States Secretary of Education or
any successor.
(S) "SLS Loan" means a Loan which was made pursuant to the
Supplemental Loans for Students Program established under Section 428A
of the Higher Education Act (or predecessor provisions), including Loans
referred to as ALAS Loans or Student PLUS Loans.
(T) "Xxxxxxxx Loans" mean Subsidized Xxxxxxxx Loans and Unsubsidized
Xxxxxxxx Loans.
(U) "Subsidized Xxxxxxxx Loan" means a Loan for which the interest
rate is governed by Section 427A(a) or 427A(d) of the Higher Education
Act.
(V) "Unsubsidized Xxxxxxxx Loan" means a Loan made pursuant to
Section 428H of the Higher Education Act.
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SECTION 3. SALE/PURCHASE
(A) Consummation of Sale and Purchase
The sale and purchase of Eligible Loans pursuant to a Purchase
Agreement shall be consummated upon Funding's receipt from Xxxxxx Mae of
the Xxxx of Sale and the payment by Funding to Xxxxxx Mae of the Initial
Payment and the assignment to Xxxxxx Xxx of the Excess Distribution
Certificate, and when consummated such sale and purchase shall be
effective as of the date of the Xxxx of Sale. Xxxxxx Xxx and Funding
shall use their best efforts to perform promptly their respective
obligations pursuant to such Purchase Agreement.
(B) Settlement of the Initial Payment
Funding on the date of the Xxxx of Sale shall pay Xxxxxx Xxx the
Initial Payment by wire transfer of immediately available funds to the
account specified by Xxxxxx Mae.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
Xxxxxx Xxx shall be entitled to all Interest Subsidy Payments
and Special Allowance Payments on the Loans accruing prior to the
Cut-off Date. The Interim Eligible Lender Trustee on behalf of Funding
shall be entitled to all Special Allowance Payments and Interest Subsidy
Payments accruing from the Cut-off Date.
(D) Special Programs
In consideration of the sale of the Eligible Loans under these
Master Terms and each Purchase Agreement, Funding agrees to cause the
Servicer to offer borrowers of Trust Student Loans all special programs,
whether or not in existence as of the date of any Purchase Agreement,
generally offered to the obligors of comparable loans owned by Xxxxxx
Mae subject to terms and conditions of Section 3.12 of the Servicing
Agreement.
(E) Additional Payments
If the Trust Student Loans are sold pursuant to the auction
provision in Section 4.4 of the Indenture, Funding shall pay to Xxxxxx
Mae the amount, if any, by which the sale price exceeds the Minimum
Purchase Amount and any costs of terminating the Trust. Funding shall
also be obligated to pay Xxxxxx Xxx, in the event that the provisions of
Section 2.7D(y) of the Administration Agreement are operative, upon
payment in full of the Notes to the extent of amounts then distributable
by the Trust to Funding, the aggregate amount that would have been
distributed on the Excess Distribution Certificate pursuant to Section
2.7.C.13 of the Administration Agreement but for the operation of
Section 2.7D(y) of the Administration Agreement.
SECTION 4. CONDITIONS PRECEDENT TO PURCHASE
(A) Activities Prior to the Purchase Date
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Xxxxxx Mae shall provide any assistance requested by Funding in
determining that all required documentation on the Loans is present and
correct.
(B) Continued Servicing
Following the execution of each Purchase Agreement, Xxxxxx Xxx
shall service, or cause to be serviced, all Loans subject to such
Purchase Agreement as required under the Higher Education Act until the
date of the Xxxx of Sale.
(C) Xxxx of Sale/Loan Transmittal Summary Form
Xxxxxx Mae shall deliver to Funding:
(i) a Xxxx of Sale executed by an authorized officer of
Xxxxxx Mae, covering Loans offered by Xxxxxx Xxx and accepted by
Funding as set forth thereon, selling, assigning and conveying
to the Interim Eligible Lender Trustee on behalf of Funding and
its assignees all right, title and interest of Xxxxxx Mae,
including the insurance interest of Xxxxxx Xxx, in each of the
Loans, and stating that the representations and warranties made
by Xxxxxx Mae in Section 5 of these Master Terms are true and
correct on and as of the date of the Xxxx of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the Xxxx
of Sale, identifying each of the Eligible Loans which is the
subject of the Xxxx of Sale and setting forth the unpaid
Principal Balance of each such Loan.
(D) Endorsement
Xxxxxx Mae shall provide a blanket endorsement transferring the
entire interest of Xxxxxx Xxx in the Loans to the Interim Eligible
Lender Trustee on behalf of Funding with the form of endorsement
provided for in the Purchase Agreement.
At the direction of and in such form as Funding may designate,
Xxxxxx Mae also agrees to individually endorse any Eligible Loan as
Funding may request from time to time.
(E) Officer's Certificate
Xxxxxx Xxx shall furnish to Funding, with each Xxxx of Sale
provided in connection with each purchase of Loans pursuant to these
Master Terms, an Officer's Certificate, dated as of the date of such
Xxxx of Sale.
(F) Loan Transfer Statement
Upon Funding's request, Xxxxxx Mae shall deliver to Funding one
(1) or more Loan Transfer Statements (Department of Education Form OE
1074 or its equivalent) provided by Funding, executed by Xxxxxx Xxx and
dated the date of the Xxxx of Sale. Xxxxxx Xxx agrees that Funding and
the Interim Eligible Lender Trustee may use the Xxxx of Sale, including
the Loan Transmittal Summary Form attached to the Xxxx of Sale, in
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lieu of OE Form 1074, as official notification to the Guarantor of the
assignment by Xxxxxx Mae to the Interim Eligible Lender Trustee on
behalf of Funding of the Loans listed on the Xxxx of Sale.
(G) Power of Attorney
Xxxxxx Mae hereby grants to Funding and the Interim Eligible
Lender Trustee for the benefit of Funding an irrevocable power of
attorney, which power of attorney is coupled with an interest, to
individually endorse or cause to be individually endorsed in the name
of Xxxxxx Xxx any Eligible Loan to evidence the transfer of such
Eligible Loan to Funding and the Interim Eligible Lender Trustee for
the benefit of Funding and to cause to be transferred physical
possession of any Note from Xxxxxx Mae or the Servicer to Funding or
the Interim Eligible Lender Trustee or any custodian on their behalf.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF XXXXXX XXX AND INTERIM ELIGIBLE
LENDER TRUSTEE
(A) General
Xxxxxx Mae represents and warrants to Funding that with respect
to a portfolio of Loans, as of the date of each Purchase Agreement and
Xxxx of Sale:
(i) Xxxxxx Mae is an eligible lender or other qualified
holder of loans originated pursuant to the Federal Family
Education Loan Program established under the Higher Education
Act;
(ii) Xxxxxx Xxx is duly organized and existing under the laws
of the applicable jurisdiction;
(iii) Xxxxxx Mae has all requisite power and authority to
enter into and to perform the terms of the Purchase Agreement;
and
(iv) Xxxxxx Xxx will not, with respect to any Loan purchased
under Purchase Agreements executed pursuant to these Master
Terms, agree to release any Guarantor from any of its
contractual obligations as an insurer of such Loan or agree
otherwise to alter, amend or renegotiate any material term or
condition under which such Loan is insured, except as required
by law or rules and regulations issued pursuant to law, without
the express prior written consent of Funding.
(B) Particular
Xxxxxx Mae represents and warrants to Funding as to the Loans
purchased by Funding under each Purchase Agreement and each Xxxx of Sale
executed pursuant these Master Terms that:
(i) Xxxxxx Mae has good and marketable title to, and is the
sole owner of, the Loans, free and clear of all security
interests, liens, charges, claims, offsets,
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defenses, counterclaims or encumbrances of any nature and no
right of rescission, offsets, defenses or counterclaims have
been asserted or threatened with respect to the Loans;
(ii) This Agreement creates a valid and continuing security
interest (as defined in the applicable UCC) in the Loans in
favor of the Eligible Lender Trustee, which security interest is
prior to all other security interests, liens, charges, claims,
offsets, defenses, counterclaims or encumbrances, and is
enforceable as such as against creditors of and purchasers from
the Interim Eligible Lender Trustee and the Seller;
(iii) The Loans are within the coverage of Sections
432(m)(1)(E) and 439(d)(3) of the Higher Education Act;
(iv) The Loans are Eligible Loans and the description of the
Loans set forth in the Purchase Agreement and the Loan
Transmittal Summary Form is true and correct;
(v) Xxxxxx Xxx is authorized to sell, assign, transfer and
repurchase the Loans; and the sale, assignment and transfer of
such Loans is or, in the case of a Loan repurchase by Xxxxxx
Mae, will be made pursuant to and consistent with the laws and
regulations under which Xxxxxx Xxx operates, and will not
violate any decree, judgment or order of any court or agency, or
conflict with or result in a breach of any of the terms,
conditions or provisions of any agreement or instrument to which
Xxxxxx Mae is a party or by which Xxxxxx Xxx or its property is
bound, or constitute a default (or an event which could
constitute a default with the passage of time or notice or both)
thereunder;
(vi) The Loans are each in full force and effect in
accordance with their terms and are legal, valid and binding
obligations of the respective Borrowers thereunder subject to no
defenses (except the defense of infancy);
(vii) No consents and approvals are required by the terms of
the Loans to the sale of the Loans hereunder to the Eligible
Lender Trustee;
(viii) Each Loan has been duly made and serviced in accordance
with the provisions of the Federal Family Education Loan Program
established under the Higher Education Act, and has been duly
insured by a Guarantor; such guarantee is in full force and
effect and is freely transferable to the Interim Eligible Lender
Trustee on behalf of Funding as an incident to the purchase of
each Loan; and all premiums due and payable to such Guarantor
shall have been paid in full as of the date of the Xxxx of Sale;
(ix) Any payments on the Loans received by Xxxxxx Xxx which
have been allocated to reduction of principal and interest on
such Loans have been allocated on a simple interest basis; the
information with respect to the Loans as of the Cutoff Date as
stated on the Loan Transmittal Summary Form is true and correct;
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(x) Due diligence and reasonable care have been exercised in
the making, administering, servicing and collecting the Loans
and, with respect to any Loan for which repayment terms have
been established, all disclosures of information required to be
made pursuant to the Higher Education Act have been made;
(xi) All origination fees authorized to be collected pursuant
to Section 438 of the Higher Education Act have been paid to the
Secretary;
(xii) Each Loan has been duly made and serviced in accordance
with the provisions of all applicable federal and state laws;
(xiii) No Loan is more than two hundred and ten (210) days
delinquent as of the Cutoff Date and no default, breach,
violation or event permitting acceleration under the terms of
any Loan has arisen; and neither Xxxxxx Mae nor any predecessor
holder of any Loan has waived any of the foregoing other than as
permitted by the Basic Documents;
(xiv) It is the intention of Xxxxxx Xxx, the Interim Eligible
Lender Trustee and Funding, and Xxxxxx Mae hereby warrants that,
the transfer and assignment herein contemplated constitute a
valid sale of the Loans from Xxxxxx Xxx to the Interim Eligible
Lender Trustee on behalf of Funding and that the beneficial
interest in and title to such Loans not be part of Xxxxxx Mae's
estate in the event of the bankruptcy of Xxxxxx Xxx or the
appointment of a receiver with respect to Xxxxxx Mae;
(xv) The Eligible Lender Trustee and the Seller have caused
or will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office in
the appropriate jurisdictions under applicable law in order to
perfect the security interest in the Loans granted to the
Eligible Lender Trustee hereunder;
(xvi) Except for Loans executed electronically, there is only
one original executed copy of the promissory note evidencing
each Loan. For Loans which were executed electronically, the
Servicer has possession of the electronic records evidencing the
promissory note. The Eligible Lender Trustee has in its
possession a copy of the endorsement and Loan Transmittal
Summary Form identifying the Notes that constitute or evidence
the Loans. The Notes that constitute or evidence the Loans do
not have any marks or notations indicating that they have been
pledged, assigned or otherwise conveyed to any Person other than
the Eligible Lender Trustee. All financing statements filed or
to be filed against the Interim Eligible Lender Trustee and the
Seller in favor of the Eligible Lender Trustee in connection
herewith describing the Loans contain a statement to the
following effect: "A purchase of or security interest in any
collateral described in this financing statement will violate
the rights of the Eligible Lender Trustee;"
(xvii) Other than the security interest granted to the Eligible
Lender Trustee pursuant to this Agreement, the Seller and the
Interim Eligible Lender Trustee
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have not pledged, assigned, sold, granted a security interest
in, or otherwise conveyed any of the Loans. The Seller and the
Interim Eligible Lender Trustee have not authorized the filing
of and are not aware of any financing statements against the
Seller or the Interim Eligible Lender Trustee that include a
description of collateral covering the Loans other than any
financing statement relating to the security interest granted to
the Eligible Lender Trustee hereunder or that has been
terminated. The Seller and the Interim Eligible Lender Trustee
are not aware of any judgment or tax lien filings against the
Seller or the Interim Eligible Lender Trustee; and
(xviii) No Borrower of any Loan as of the Cutoff Date is noted
in the related Loan File as being currently involved in a
bankruptcy proceeding.
(C) The Interim Eligible Lender Trustee represents and warrants that
as of the date of each Purchase Agreement and each Xxxx of Sale:
(i) The Interim Eligible Lender Trustee is duly organized
and validly existing in good standing under the laws of its
governing jurisdiction and has an office located within the
State of Delaware. It has all requisite corporate power and
authority to execute, deliver and perform its obligations under
this Purchase Agreement;
(ii) The Interim Eligible Lender Trustee has taken all
corporate action necessary to authorize the execution and
delivery by it of the Purchase Agreement, and the Purchase
Agreement will be executed and delivered by one of its officers
who is duly authorized to execute and deliver the Purchase
Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of the
Purchase Agreement, nor the consummation by it of the
transactions contemplated hereby nor compliance by it with any
of the terms or provisions hereof will contravene any Federal or
Delaware state law, governmental rule or regulation governing
the banking or trust powers of the Interim Eligible Lender
Trustee or any judgment or order binding on it, or constitute
any default under its charter documents or by-laws or any
indenture, mortgage, contract, agreement or instrument to which
it is a party or by which any of its properties may be bound;
and
(iv) The Interim Eligible Lender Trustee is an "eligible
lender" as such term is defined in Section 435(d) of the Higher
Education Act, for purposes of holding legal title to the Trust
Student Loans as contemplated by the Purchase Agreement and the
other Basic Documents, it has a lender identification number
with respect to the Trust Student Loans from the Department and
has in effect a Guarantee Agreement with each of the Guarantors
with respect to the Trust Student Loans.
SECTION 6. PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
Each party to this Agreement shall give notice to the other parties
promptly, in writing, upon the discovery of any breach of Xxxxxx Mae's
representations and warranties made pursuant
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to Section 5 hereof which has a materially adverse effect on the interest of
Funding in any Trust Student Loan. In the event of such a material breach which
is not curable by reinstatement of the Guarantor's guarantee of such Trust
Student Loan, Xxxxxx Mae shall repurchase any affected Trust Student Loan not
later than 120 days following the earlier of the date of discovery of such
material breach and the date of receipt of the Guarantor reject transmittal form
with respect to such Trust Student Loan. In the event of such a material breach
which is curable by reinstatement of the Guarantor's guarantee of such Trust
Student Loan, unless the material breach shall have been cured within 360 days
following the earlier of the date of discovery of such material breach and the
date of receipt of the Guarantor reject transmittal form with respect to such
Trust Student Loan, Xxxxxx Xxx shall purchase such Trust Student Loan not later
than the sixtieth day following the end of such 360-day period. Xxxxxx Mae shall
also remit as provided in Section 2.6 of the Administration Agreement on the
date of purchase of any Trust Student Loan pursuant to this Section 6 an amount
equal to all non-guaranteed interest amounts and forfeited Interest Subsidy
Payments and Special Allowance Payments with respect to such Trust Student Loan.
In consideration of the purchase of any such Trust Student Loan pursuant to this
Section 6, Xxxxxx Xxx shall remit the Purchase Amount in the manner specified in
Section 2.6 of the Administration Agreement.
In addition, if any breach of Section 5 hereof by Xxxxxx Mae does not
trigger such purchase obligation but does result in the refusal by a Guarantor
to guarantee all or a portion of the accrued interest (or any obligation of
Funding to repay such interest to a Guarantor), or the loss (including any
obligation of Funding to repay the Department) of Interest Subsidy Payments and
Special Allowance Payments, with respect to any Trust Student Loan affected by
such breach, then Xxxxxx Xxx shall reimburse Funding by remitting an amount
equal to the sum of all such non-guaranteed interest amounts and such forfeited
Interest Subsidy Payments or Special Allowance Payments in the manner specified
in Section 2.6 of the Administration Agreement not later than (i) the last day
of the next Collection Period ending not less than 60 days from the date of the
Guarantor's refusal to guarantee all or a portion of accrued interest or loss of
Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case
where Xxxxxx Mae reasonably believes such losses are likely to be collected, not
later than the last day of the next Collection Period ending not less than 360
days from the date of the Guarantor's refusal to guarantee all or a portion of
accrued interest or loss of Interest Subsidy Payments or Special Allowance
Payments. At the time such payment is made, Xxxxxx Xxx shall not be required to
reimburse Funding for interest that is then capitalized, however, such amounts
shall be reimbursed if the borrower subsequently defaults and such capitalized
interest is not paid by the Guarantor.
Anything in this Section 6 to the contrary notwithstanding, if as of the
last Business Day of any month the aggregate outstanding principal amount of
Trust Student Loans with respect to which claims have been filed with and
rejected by a Guarantor or with respect to which the Servicer determines that
claims cannot be filed pursuant to the Higher Education Act as a result of a
breach by Xxxxxx Mae or the Servicer, exceeds 1% of the Pool Balance, Xxxxxx Xxx
(and the Servicer as provided in the Servicing Agreement) shall purchase, within
30 days of a written request of the Eligible Lender Trustee or the Indenture
Trustee, such affected Trust Student Loans in an aggregate principal amount such
that after such purchase the aggregate principal amount of such affected Trust
Student Loans is less than 1% of the Pool Balance. The Trust Student Loans to be
purchased by Xxxxxx Mae and the Servicer pursuant to the preceding sentence
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shall be based on the date of claim rejection (or the date of notice referred to
in the first sentence of this Section 6) with Trust Student Loans with the
earliest such date to be purchased first.
In lieu of repurchasing Trust Student Loans pursuant to this Section 6,
Xxxxxx Xxx may, at its option, substitute Eligible Loans or arrange for the
substitution of Eligible Loans which are substantially similar on an aggregate
basis as of the date of substitution to the Trust Student Loans for which they
are being substituted with respect to the following characteristics:
1. status (i.e., in-school, grace, deferment,
forbearance or repayment, if applicable),
2. program type (i.e., Unsubsidized Xxxxxxxx,
Subsidized Xxxxxxxx, Consolidation (pre-1993 vs.
post-1993), PLUS or SLS),
3. school type,
4. total return,
5. principal balance, and
6. remaining term to maturity.
In addition, each substituted Eligible Loan will comply, as of the date
of substitution, with all of the representations and warranties made hereunder.
In choosing Eligible Loans to be substituted pursuant to this Section 6, Xxxxxx
Xxx shall make a reasonable determination that the Eligible Loans to be
substituted will not have a material adverse effect on the Noteholders.
In the event that Xxxxxx Mae elects to substitute Eligible Loans
pursuant to this Section 6, Xxxxxx Xxx will remit to the Administrator the
amount of any shortfall between the Purchase Amount of the substituted Eligible
Loans and the Purchase Amount of the Trust Student Loans for which they are
being substituted. Xxxxxx Mae shall also remit to the Administrator an amount
equal to all non-guaranteed interest amounts and forfeited Interest Subsidy
Payments and Special Allowance Payments with respect to the Trust Student Loans
in the manner provided in Section 2.6 of the Administration Agreement. The sole
remedy of Funding, the Eligible Lender Trustee and the Noteholders with respect
to a breach by Xxxxxx Xxx pursuant to Section 5 hereof shall be to require
Xxxxxx Mae to purchase Trust Student Loans, to reimburse Funding as provided
above or to substitute Student Loans pursuant to this Section. The Eligible
Lender Trustee shall have no duty to conduct any affirmative investigation as to
the occurrence of any condition requiring the purchase of any Trust Student Loan
or the reimbursement for any interest penalty pursuant to this Section 6.
SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS
(A) Any payment received by Xxxxxx Xxx with respect to amounts
accrued after the Date of the Xxxx of Sale for any Loan sold to Funding,
which payment is not reflected in the Loan Transmittal Summary Form,
shall be received by Xxxxxx Xxx in trust for the account of Funding and
Xxxxxx Mae hereby disclaims any title to or interest in any such
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amounts. Within two (2) business days following the date of receipt,
Xxxxxx Xxx shall remit to Funding an amount equal to any such payments
along with a listing on a form provided by Funding identifying the Loans
with respect to which such payments were made, the amount of each such
payment and the date each such payment was received.
(B) Any written communication received at any time by Xxxxxx Mae
with respect to any Loan subject to this Purchase Agreement shall be
transmitted by Xxxxxx Xxx to Servicer within two (2) business days of
receipt. Such communications shall include, but not be limited to,
letters, notices of death or disability, notices of bankruptcy, forms
requesting deferment of repayment or loan cancellation, and like
documents.
SECTION 8. CONTINUING OBLIGATION OF XXXXXX XXX
Xxxxxx Mae shall provide all reasonable assistance necessary for Funding
to resolve account problems raised by any Borrower, the Guarantor or the
Secretary provided such account problems are attributable to or are alleged to
be attributable to (a) an event occurring during the period Xxxxxx Xxx owned the
Loan, or (b) a payment made or alleged to have been made to Xxxxxx Mae. Further,
Xxxxxx Xxx agrees to execute any financing statements at the request of Funding
in order to reflect Funding's interest in the Loans.
SECTION 9. LIABILITY OF XXXXXX MAE; INDEMNITIES
Xxxxxx Xxx shall be liable in accordance herewith only to the extent of
the obligations specifically undertaken by Xxxxxx Mae under this Purchase
Agreement.
(i) Xxxxxx Xxx shall indemnify, defend and hold harmless
Funding and the Interim Eligible Lender Trustee in its
individual capacity and their officers, directors, employees and
agents from and against any taxes that may at any time be
asserted against any such Person with respect to the
transactions contemplated herein and in the other Basic
Documents (except any such income taxes arising out of fees paid
to the Interim Eligible Lender Trustee), including any sales,
gross receipts, general corporation, tangible and intangible
personal property, privilege or license taxes (but, in the case
of Funding, not including any taxes asserted with respect to,
and as of the date of, the sale of the Loans to the Interim
Eligible Lender Trustee on behalf of Funding, or asserted with
respect to ownership of the Trust Student Loans) and costs and
expenses in defending against the same.
(ii) Xxxxxx Xxx shall indemnify, defend and hold harmless
Funding and the Interim Eligible Lender Trustee in its
individual capacity, and the officers, directors, employees and
agents of Funding, and the Interim Eligible Lender Trustee from
and against any and all costs, expenses, losses, claims, damages
and liabilities arising out of, or imposed upon such Person
through, Xxxxxx Mae's willful misfeasance, bad faith or gross
negligence in the performance of its duties under the Purchase
Agreement, or by reason of reckless disregard of its obligations
and duties under the Purchase Agreement.
(iii) Xxxxxx Xxx shall be liable as primary obligor for, and
shall indemnify, defend and hold harmless the Interim Eligible
Lender Trustee in its individual
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capacity and its officers, directors, employees and agents from
and against, all costs, expenses, losses, claims, damages,
obligations and liabilities arising out of, incurred in
connection with or relating to the Purchase Agreement, the other
Basic Documents, the acceptance or performance of the trusts and
duties set forth herein and in the Sale Agreement or the action
or the inaction of the Interim Eligible Lender Trustee
hereunder, except to the extent that such cost, expense, loss,
claim, damage, obligation or liability: (a) shall be due to the
willful misfeasance, bad faith or negligence (except for errors
in judgment) of the Interim Eligible Lender Trustee, (b) shall
arise from any breach by the Interim Eligible Lender Trustee of
its covenants made under any of the Basic Documents; or (c)
shall arise from the breach by the Interim Eligible Lender
Trustee of any of its representations or warranties made in its
individual capacity set forth in these Master Terms or any
Purchase Agreement. In the event of any claim, action or
proceeding for which indemnity will be sought pursuant to this
paragraph, the Interim Eligible Lender Trustee's choice of legal
counsel shall be subject to the approval of Xxxxxx Mae, which
approval shall not be unreasonably withheld.
Indemnification under this Section shall survive the resignation or
removal of the Interim Eligible Lender Trustee and the termination of these
Master Terms, and shall include reasonable fees and expenses of counsel and
expenses of litigation. If Xxxxxx Xxx shall have made any indemnity payments
pursuant to this Section and the Person to or on behalf of whom such payments
are made thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to Xxxxxx Mae, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF
XXXXXX XXX
Any Person (a) into which Xxxxxx Mae may be merged or consolidated, (b)
which may result from any merger or consolidation to which Xxxxxx Xxx shall be a
party or (c) which may succeed to the properties and assets of Xxxxxx Mae
substantially as a whole, shall be the successor to Xxxxxx Xxx without the
execution or filing of any document or any further act by any of the parties to
this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants
that it will not consummate any of the foregoing transactions except upon
satisfaction of the following: (i) the surviving Person, if other than Xxxxxx
Xxx, executes an agreement of assumption to perform every obligation of Xxxxxx
Mae under the Purchase Agreement, (ii) immediately after giving effect to such
transaction, no representation or warranty made pursuant to Section 5 shall have
been breached, (iii) the surviving Person, if other than Xxxxxx Xxx, shall have
delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an
Opinion of Counsel each stating that such consolidation, merger or succession
and such agreement of assumption comply with this Section and that all
conditions precedent, if any, provided for in this Purchase Agreement relating
to such transaction have been complied with, and that the Rating Agency
Condition shall have been satisfied with respect to such transaction (iv) if
Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx shall have delivered to the
Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that,
in the opinion of such counsel, all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of Funding and the Interim
Eligible
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Lender Trustee in the Loans and reciting the details of such filings, or (B)
stating that, in the opinion of such counsel, no such action shall be necessary
to preserve and protect such interests.
SECTION 11. LIMITATION ON LIABILITY OF XXXXXX MAE AND OTHERS
Xxxxxx Xxx and any director or officer or employee or agent thereof may
rely in good faith on the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder (provided that such reliance shall not limit in any way Xxxxxx
Mae's obligations under Section 6). Xxxxxx Xxx shall not be under any obligation
to appear in, prosecute or defend any legal action that shall not be incidental
to its obligations under these Master Terms or any Purchase Agreement, and that
in its opinion may involve it in any expense or liability. Except as provided
herein, the repurchase (or substitution) and reimbursement obligations of Xxxxxx
Mae will constitute the sole remedy available to Funding for uncured breaches;
provided, however, that the information with respect to the Loans listed on the
Xxxx of Sale may be adjusted in the ordinary course of business subsequent to
the date of the Xxxx of Sale and to the extent that the aggregate Principal
Balance of the Loans listed on the Xxxx of Sale is less than the aggregate
Principal Balance stated on the Xxxx of Sale, Xxxxxx Xxx shall remit such amount
to the Interim Eligible Lender Trustee on behalf of Funding. Such reconciliation
payment shall be made from time to time but no less frequently than
semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER
Notwithstanding anything contained herein to the contrary, these Master
Terms and any Purchase Agreement have been signed by Chase Manhattan Bank USA,
National Association not in its individual capacity but solely in its capacity
as Interim Eligible Lender Trustee for Funding and in no event shall Chase
Manhattan Bank USA, National Association in its individual capacity have any
liability for the representations, warranties, covenants, agreements or other
obligations of Funding, under these Master Terms or any Purchase Agreement or in
any of the certificates, notices or agreements delivered pursuant hereto, as to
all of which recourse shall be had solely to the assets of Funding.
SECTION 13. EXPENSES
Except as otherwise provided herein, each party to these Master Terms
or any Purchase Agreement shall pay its own expense incurred in connection with
the preparation, execution and delivery of these Master Terms and any Purchase
Agreement and the transactions contemplated herein or therein.
SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION
All covenants, agreements, representations and warranties made herein
and in or pursuant to any Purchase Agreements executed pursuant to these Master
Terms shall survive the consummation of the purchase of the Loans provided for
in each Purchase Agreement. All covenants, agreements, representations and
warranties made or furnished pursuant hereto by or on behalf of Xxxxxx Xxx shall
bind and inure to the benefit of any successors or assigns of Funding and shall
survive with respect to each Loan. Each Purchase Agreement supersedes all
previous agreements and understandings between Funding and Xxxxxx Mae with
respect to the
-15-
subject matter thereof. These Master Terms and any Purchase Agreement may be
changed, modified or discharged, and any rights or obligations hereunder may be
waived, only by a written instrument signed by a duly authorized officer of the
party against whom enforcement of any such waiver, change, modification or
discharge is sought. The waiver by Funding of any covenant, agreement,
representation or warranty required to be made or furnished by Xxxxxx Xxx or the
waiver by Funding of any provision herein contained or contained in any Purchase
Agreement shall not be deemed to be a waiver of any breach of any other
covenant, agreement, representation, warranty or provision herein contained, nor
shall any waiver or any custom or practice which may evolve between the parties
in the administration of the terms hereof or of any Purchase Agreement, be
construed to lessen the right of Funding to insist upon the performance by
Xxxxxx Mae in strict accordance with said terms.
SECTION 15. COMMUNICATION AND NOTICE REQUIREMENTS
All communications, notices and approvals provided for hereunder shall
be in writing and mailed or delivered to Xxxxxx Xxx or Funding, as the case may
be, addressed as set forth in the Purchase Agreement or at such other address as
either party may hereafter designate by notice to the other party. Notice given
in any such communication, mailed to Xxxxxx Mae or Funding by appropriately
addressed registered mail, shall be deemed to have been given on the day
following the date of such mailing.
SECTION 16. FORM OF INSTRUMENTS
All instruments and documents delivered in connection with these Master
Terms and any Purchase Agreement, and all proceedings to be taken in connection
with these Master Terms and any Purchase Agreement and the transactions
contemplated herein and therein, shall be in a form as set forth in the
attachments hereto, and Funding shall have received copies of such documents as
it or its counsel shall reasonably request in connection therewith. Any
instrument or document which is substantially in the same form as an Attachment
hereto or a recital herein will be deemed to be satisfactory as to form.
SECTION 17. AMENDMENT
These Master Terms and any Purchase Agreement may be amended by the
parties thereto without the consent of the related Noteholders for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of such Master Terms and Purchase Agreements or of modifying in any
manner the rights of such Noteholders; provided that such action will not, in
the opinion of counsel satisfactory to the related Indenture Trustee, materially
and adversely affect the interest of any such Noteholder.
In addition, these Master Terms and any Purchase Agreement may also be
amended from time to time by Xxxxxx Xxx, the Interim Eligible Lender Trustee and
Funding, with the consent of the Noteholders of Notes evidencing a majority of
the Outstanding Amount of the Notes, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of these Master
Terms or any Purchase Agreements or of modifying in any manner the rights of the
Noteholders; provided, however, that no such amendment shall (a) increase or
reduce in any manner the amount of, or accelerate or delay the time of,
collections of payments
-16-
with respect to Loans or distributions that shall be required to be made for the
benefit of the Noteholders or (b) reduce the aforesaid percentage of the
Outstanding Amount of the Notes, the Noteholders of which are required to
consent to any such amendment, without the consent of all outstanding
Noteholders.
Promptly after the execution of any such amendment or consent (or, in
the case of the Rating Agencies, five Business Days prior thereto), the Interim
Eligible Lender Trustee shall furnish written notification of the substance of
such amendment or consent to the Indenture Trustee and each of the Rating
Agencies.
It shall not be necessary for the consent of Noteholders pursuant to
this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof.
Prior to the execution of any amendment to these Master Terms, the
Interim Eligible Lender Trustee shall be entitled to receive and rely upon an
Opinion of Counsel stating that execution of such amendment is authorized or
permitted by this Agreement and the Opinion of Counsel referred to in Section
7.1 I(i) of the Administration Agreement. The Interim Eligible Lender Trustee
may, but shall not be obligated to, enter into any such amendment which affects
the Interim Eligible Lender Trustee's own rights, duties or immunities under
this Agreement or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Terms Xxxxxx Mae
and the Interim Eligible Lender Trustee shall not acquiesce, petition or
otherwise invoke or cause Funding to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
Funding under any Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignees, trustee, custodian, sequestrator
or other similar official of Funding or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Funding.
SECTION 19. GOVERNING LAW
These Master Terms and any Purchase Agreement shall be government by and
construed in accordance with the laws of the State of New York without reference
to its conflict of law provisions, and the obligations, rights and remedies of
the parties, hereunder shall be determined in accordance with such laws.
-17-
IN WITNESS WHEREOF, the parties hereto have caused these Master Terms to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
STUDENT LOAN MARKETING SLM FUNDING LLC
ASSOCIATION (Seller) (Purchaser)
By: /s/ XXXXXXX X. XXXXXXX By: /s/ XXXX X XXXXXX
Name: Xxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
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PURCHASE AGREEMENT
Dated as of Xxxxx 00, 0000
XXXXXXXX AGREEMENT NUMBER 1
Xxxxxx Xxx hereby offers for sale to Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of SLM
Funding LLC ("Funding") under the Interim Trust Agreement dated as of March 1,
2003 between Funding and the Interim Eligible Lender Trustee, the entire right,
title and interest of Xxxxxx Xxx in the Loans described in the Xxxx of Sale and
Loan Transmittal Summary Form incorporated herein and, to the extent indicated
below, the Interim Eligible Lender Trustee for the benefit of Funding accepts
Xxxxxx Mae's offer. In order to qualify as Eligible Loans, no payment of
principal or interest shall be more than two hundred and ten (210) days
Delinquent as of the Cutoff Date which date shall be February 24, 2003.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Xxxxx, Xxxxxx Mae hereby sells to the
Interim Eligible Lender Trustee for the benefit of Funding the entire right,
title and interest of Xxxxxx Xxx in the Loans accepted for purchase, subject to
all the terms and conditions of the Purchase Agreement Master Securitization
Terms Number 1000 ("Master Terms") and any amendments thereto, incorporated
herein by reference, among Xxxxxx Mae, Funding, and the Interim Eligible Lender
Trustee. The Initial Payment of the Loans shall equal $1,260,730,441 (equal to
$1,265,870,537 (representing the sale price of the Securities less underwriters'
commissions and fees) less $3,140,096 (representing the Reserve Account Initial
Deposit) less $2,000,000 (representing the Capitalized Interest Account Initial
Deposit)).
This document shall constitute a Purchase Agreement as referred to in
the Master Terms and, except as modified herein, each term used herein shall
have the same meaning as in the Master Terms. All references in the Master Terms
to Loans or Eligible Loans shall be deemed to refer to the Loans governed by
this Purchase Agreement. Xxxxxx Xxx hereby makes, as of the date hereof, all the
representations and warranties contained in the Master Terms and makes such
representations and warranties with respect to the Loans governed by this
Purchase Agreement.
Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the
benefit of Funding to use a copy of the Xxxx of Sale, including the Loan
Transmittal Summary Form attached to the Xxxx of Sale (in lieu of OE Form 1074),
as official notification to the Guarantor of assignment to the Interim Eligible
Lender Trustee on behalf of Funding of the Loans on the date of purchase.
The parties hereto intend that the transfer of Loans described in the
Xxxx of Sale and Loan Transmittal Summary Form be, and be construed as, a valid
sale of such Loans from Xxxxxx Mae to the Interim Eligible Lender Trustee for
the benefit of Funding. However, in the event that notwithstanding the intention
of the parties, such transfer is deemed to be a transfer for security, then
Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit
of Funding a first priority security interest in and to all Loans described in
the Xxxx of Sale and Loan
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Transmittal Summary Form to secure a loan in an amount equal to the Purchase
Price of such loans.
-20-
IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement Number 1 to be duly executed by their respective officers hereunto
duly authorized, as of the day and year first above written.
STUDENT LOAN MARKETING
ASSOCIATION (Seller)
By: /s/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SLM FUNDING LLC
(Purchaser)
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Interim
Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
-21-
PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED MARCH 26, 2003
Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this
instrument, hereby endorses the attached promissory note which is one (1) of the
promissory notes (the "Notes") describe in the Xxxx of Sale executed by Xxxxxx
Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim
Eligible Lender Trustee for the benefit of SLM Funding LLC ("Funding"). This
endorsement is in blank, unrestricted form and without recourse except as
provided in Section 6 of the Master Terms referred to in the Purchase Agreement
among Xxxxxx Xxx, Funding, and the Interim Eligible Lender trustee which covers
the promissory note.
This endorsement may be effected by attaching either this instrument or
a facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse
each Note in the form provided by Funding as Funding may from time to time
require or if such individual endorsement is required by the Guarantor of the
Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE
AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS
READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS
OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON
FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER
TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE
EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE.
-22-
IN WITNESS WHEREOF, the parties hereto have caused this Blanket
Endorsement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
SELLER PURCHASER
--------------------------------------- -----------------------------------
Student Loan Marketing Association Chase Manhattan Bank USA, National
11600 Xxxxxx Xxx Drive Association,not in its individual
Xxxxxx, Xxxxxxxx 00000 capacity but solely as Interim
Eligible Lender Trustee for the
benefitof SLM Funding LLC
Lender Code: ________________________
By: /s/ XXXXXXX X. XXXXXXX By: /s/ XXXX X. XXXXXX
(Signature of Authorized
Signatory for Purchaser)
Name: Xxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
Date of Purchase: ________________
-23-
XXXX OF SALE DATED MARCH 26, 2003
The undersigned ("Xxxxxx Mae"), for value received and pursuant to the
terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among
SLM Funding LLC ("Funding"), and Chase Manhattan Bank USA, National Association
as Interim Eligible Lender Trustee for the benefit of Funding under the Interim
Trust Agreement dated as of March 1, 2003 between Funding and the Interim
Eligible Lender Trustee, does hereby sell, assign and convey to the Interim
Eligible Lender Trustee for the benefit of Funding and its assignees all right,
title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae
under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the
Loans identified herein which the Interim Eligible Lender Trustee for the
benefit of Funding has accepted for purchase. The portfolio accepted for
purchase by the Interim Eligible Lender Trustee for the benefit of Funding and
the effective date of sale and purchase are described below and the individual
Accounts are listed on the Schedule A attached hereto.
Xxxxxx Xxx hereby makes the representations and warranties set forth in
Section 5 of the Purchase Agreement Master Securitization Terms Number 1000
incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the
Interim Eligible Lender Trustee on behalf of Funding to use a copy of this
document (in lieu of OE Form 1074) as official notification to the Guarantor(s)
of assignment to the Interim Eligible Lender Trustee for the benefit of Funding
of the Loans on the date of purchase.
LISTING OF LOANS ON FOLLOWING PAGE
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ADDITIONAL LOAN CRITERIA
.. Not in claims status, not previously rejected
.. Not in litigation .
.. Lastdisbursement is greater than 210 days from cutoff date
.. Loan is not swap-pending
*Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or
downward based upon Funding's reconciliation.
** Includes interest to be capitalized.
-25-
Guarantor(s):
American Student Assistance Guarantor
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Education Assistance Corporation
Educational Credit Management Corporation
Finance Authority of Maine
Florida Department of Education Office of Student Financial Assistance
Georgia Higher Education Assistance Corporation
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kentucky Higher Education Assistance Authority
Louisiana Student Financial Assistance Commission
Michigan Higher Education Assistance Authority
Missouri Coordinating Board for Higher Education
Montana Guaranteed Student Loan Program
Nebraska Student Loan Program
New Jersey Higher Education Assistance Authority
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma State Regents for Higher Education
Oregon State Scholarship Commission
Pennsylvania Higher Education Assistance Agency
Rhode Island Higher Education Assistance Authority
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
Utah Higher Education Assistance Authority
-26-
IN WITNESS WHEREOF, the parties hereto have caused this Xxxx of Sale to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SELLER PURCHASER
--------------------------------------- -----------------------------------
Student Loan Marketing Association Chase Manhattan Bank USA, National
11600 Xxxxxx Xxx Drive Association, not in its individual
Xxxxxx, Xxxxxxxx 00000 capacity but solely as Interim
Eligible Lender Trustee for the
benefit of SLM Funding LLC
Lender Code: _______________________
By: /s/ XXXXXXX X. XXXXXXX By: /s/ XXXX X. XXXXXX
(Signature of Authorized
Signatory for Purchaser)
Name: Xxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
-27-
