EXHIBIT 99.1
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000 ("Master
Terms") dated as of March 19, 1998 among SLM Funding Corporation ("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, 1998 between Funding and 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
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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
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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 Xxx 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 Mae in the Loans listed on the Xxxx of
Sale and will certify that the representations and warranties made by
Xxxxxx Mae 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 with respect to the first sale hereunder, February
9, 1998, and, with respect to subsequent sales hereunder, a date agreed to
by Xxxxxx Xxx 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) "Deferred Payment" means an amount equal to 66 2/3% of the amount
distributed to Funding pursuant to Section 2.8 C(G) of the Administration
Agreement (exclusive of the amount of any such distribution attributable to
the reduction from time to time of the Specified Reserve Account Balance).
(G) "Delinquent" means the period any payment of principal or interest due
on the Loan is overdue.
(H) "Eligible Loan" means a Loan offered for sale by Xxxxxx Mae 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 Consolidation Loan, a PLUS Loan or SLS
Loan;
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(ii) is owned by Xxxxxx Xxx 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:
(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 at the same time,
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,
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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.
(I) "Initial Payment" means the dollar amount specified in the applicable
Purchase Agreement.
(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
Mae by Funding and completed by Xxxxxx Xxx 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 which was made pursuant to the PLUS Program
established under Section 428B of the Higher Education Act (or predecessor
provisions).
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(N) "Principal Balance" means the outstanding principal amount of the
Loan, plus interest expected to be capitalized (if any), less amounts which
may not be insured (such as late charges).
(O) "Purchase Agreement" means a Purchase Agreement (including any
attachments thereto), substantially in the form of Attachment A hereto, of
which these Master Terms form a part by reference.
(P) "Purchase Price" means the sum of the Initial Payment and Deferred
Payment.
(Q) "Sale Agreement" means the Sale Agreement Master Securitization Terms
Number 1000 among SLM Funding Corporation 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.
SECTION 3. SALE/PURCHASE
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(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 when consummated such sale and purchase shall be effective as
of the date of the Xxxx of Sale. Xxxxxx Mae and Funding shall use their
best efforts to perform promptly their respective obligations pursuant to
such Purchase Agreement.
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(B) Settlement of the Initial Payment
Funding on the date of the Xxxx of Sale shall pay Xxxxxx Mae the
Initial Payment by wire transfer of immediately available funds to the
account specified by Xxxxxx Xxx.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
On the date of the Xxxx of Sale, Xxxxxx Xxx shall be entitled to all
Interest Subsidy Payments and Special Allowance Payments on the Loans and
shall be responsible for the payment of any rebate fees applicable to the
Consolidation Loans subject to each Xxxx of Sale accruing up to but not
including the date of the Xxxx of Sale. The Interim Eligible Lender Trustee
on behalf of Funding shall be entitled to all Special Allowance Payments
and Interest Subsidy Payments and shall be responsible for the payment of
any rebate fees accruing from the date of the Xxxx of Sale.
(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 Xxx subject to terms and
conditions of Section 3.12 of the Servicing Agreement.
(E) Deferred Payment
Funding shall pay the Deferred Payment to Xxxxxx Mae when and as the
same is received by Funding. If the Trust Student Loans are purchased by
Funding pursuant to Section 6.1 of the Administration Agreement, Funding
shall pay to Xxxxxx Xxx as part of the Deferred Payment 66 2/3% of the
present value of the excess of the projected future yield on the Trust
Student Loans after the date of such purchase over the projected cost to
Funding of carrying the Trust Student Loans as reasonably estimated by
Funding assuming (1) that interest rates applicable to the Trust Student
Loans in effect on the date of such purchase remain in effect, (2) that the
cost to Funding of carrying the Trust Student Loans is equal to the blended
rate on the Notes and Certificates on the date of such purchase, (3) that
the servicing costs and loss experience applicable to the Trust Student
Loans during the one year period preceding such purchase continue during
the remaining life of the Trust Student Loans and (4) a discount rate equal
to the blended rate on the Notes and Certificates on the date of such
purchase. If the Trust Student Loans are sold pursuant to
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the auction provision in Section 4.4 of the Indenture, Funding shall pay to
Xxxxxx Mae as part of the Deferred Payment 66 2/3% of 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
as part of the Deferred Payment, in the event that the provisions of
Section 2.8C(F) of the Administration Agreement are operative, upon payment
in full of the Notes and Certificates to the extent of amounts then
distributable by the Trust to Funding, 66 2/3% of the aggregate amount that
would have been distributed to Funding pursuant to Section 2.8C(G) of the
Administration Agreement (exclusive of the amount of any such distribution
attributable to the reduction from time to time of the Specified Reserve
Account Balance) but for the operation of Section 2.8C(F) of the
Administration Agreement.
SECTION 4. CONDITIONS PRECEDENT TO PURCHASE
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(A) Activities Prior to the Purchase Date
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
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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 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.
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SECTION 5. REPRESENTATIONS AND WARRANTIES OF XXXXXX XXX AND
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INTERIM ELIGIBLE LENDER TRUSTEE
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(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 title to, and is the sole owner of, the
Loans, free and clear of all security interests, liens, charges,
claims, offsets, defenses, counterclaims or encumbrances of any nature
and no right of rescission, offsets, defenses or counterclaims have
been asserted or threatened with respect to the Loans;
(ii) The Loans are Eligible Loans and the description of the Loans
set forth in the Purchase Agreement is true and correct;
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(iii) 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;
(iv) 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);
(v) 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;
(vi) 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;
(vii) 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;
(viii) All origination fees authorized to be collected pursuant to
Section 438 of the Higher Education Act have been paid to the
Secretary;
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(ix) Each Loan has been duly made and serviced in accordance with
the provisions of all applicable federal and state laws;
(x) No Loan is more than one hundred and twenty (120) 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;
(xi) 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;
(xii) There is only one original executed copy of the promissory note
evidencing each Loan; and
(xiii) 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
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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
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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 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 nonguaranteed
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.
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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 nonguaranteed 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
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
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substitution to the Trust Student Loans for which they are being substituted
with respect to the following characteristics:
(1) status (i.e., in-school, grace, deferment, forbearance or
repayment),
(2) program type (i.e., Unsubsidized 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 and the
Certificateholders.
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
nonguaranteed 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, the Certificateholders 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
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AND FORWARD COMMUNICATIONS
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(A) Any payment received by Xxxxxx Xxx with respect to amounts accrued
after the Date of the Xxxx of Sale for any
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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 amounts. Within two (2) business days following the date of
receipt, Xxxxxx Xxx shall remit to Funding an amount equal to any such
payments on a list 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 MAE
-----------------------------------
Xxxxxx Xxx 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 Mae owned the
Loan, or (b) a payment made or alleged to have been made to Xxxxxx Xxx. Further,
Xxxxxx Mae 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 XXX; INDEMNITIES
------------------------------------
Xxxxxx Mae shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by Xxxxxx Xxx under this Purchase Agreement.
(i) Xxxxxx Mae 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 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
15
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 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.
16
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 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,
17
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
--------------------------------------------------
TRUSTEE
-------
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 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
18
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 or Certificateholders 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 or Certificateholders;
provided that such action will not, in the opinion of counsel satisfactory to
the related Indenture Trustee and Eligible Lender Trustees, materially and
adversely affect the interest of any such Noteholder or Certificateholder.
19
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 and the consent of the Certificateholders of
Certificates evidencing a majority of the Certificate Balance, 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 or the Certificateholders; provided,
--------
however, that no such amendment shall (a) increase or reduce in any manner the
-------
amount of, or accelerate or delay the time of, collections of payments with
respect to Loans or distributions that shall be required to be made for the
benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid
percentage of the Outstanding Amount of the Notes and the Certificate Balance of
Certificates, the Noteholders or the Certificateholders of which are required to
consent to any such amendment, without the consent of all outstanding
Noteholders and Certificateholders.
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, each Certificateholder, and
each of the Rating Agencies.
It shall not be necessary for the consent of Certificateholders or
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
20
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.
21
STUDENT LOAN MARKETING SLM FUNDING CORPORATION
ASSOCIATION (Seller) (Purchaser)
By Xxxxxx Xxx, Inc., Authorized
Agent for the Student Loan
Marketing Association
By: /s/ J. XXXXX XXXXXX By: /s/ XXXXXXX M.E. XXXXXX, JR.
------------------- -----------------------------
Name: J. Xxxxx Xxxxxx Name: Xxxxxxx M.E. Xxxxxx, Jr.
------------------ ---------------------------
Title: Vice President Title: Treasurer and Controller
----------------- --------------------------
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
----------------------------------------------
Not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX
---------------------------
Name:_________________________
Title:________________________
22
ATTACHMENT A
PURCHASE AGREEMENT
Dated as of Xxxxx 00, 0000
XXXXXXXX AGREEMENT NUMBER 1
---
Xxxxxx Mae hereby offers for sale to Chase Manhattan Bank USA, National
Association as Interim Eligible Lender Trustee for the benefit of SLM Funding
Corporation ("Funding") under the Interim Trust Agreement dated as of March 1,
1998 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 one hundred and twenty
(120) days Delinquent as of the Cutoff Date which date shall be February 9,
1998.
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
$3,029,016,873.25 (equal to $3,036,539,775.25 (representing the offering price
of the Securities less underwriters' commissions) less $7,497,902
(representing the Reserve Account Initial Deposit), less $25,000 (representing
the initial deposit into the Collection Account).
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.
1
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 Transmittal Summary Form to
secure a loan in an amount equal to the Purchase Price of such loans.
STUDENT LOAN MARKETING SLM FUNDING CORPORATION
------------------------
ASSOCIATION (Seller) (Purchaser)
By Xxxxxx Xxx, Inc., Authorized
Agent for the Student Loan
Marketing Association
By:___________________________ By:_____________________________
Name:_________________________ Name:___________________________
Title:________________________ Title:__________________________
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
----------------------------------------------
Not in its individual capacity but
solely as Interim Eligible Lender Trustee
By:___________________________
Name:_________________________
Title:________________________
2
PURCHASE AGREEMENT NUMBER 1
---
BLANKET ENDORSEMENT DATED MARCH 19, 1998
----------------------------------------
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") described 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 Corporation ("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
this 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.
----------------------------------------------------------------------------
SELLER PURCHASER
___________________________________ _______________________________
Student Loan Marketing Association Chase Manhattan Bank USA,
11600 Xxxxxx Xxx Drive National Association, not in its
Xxxxxx, Xxxxxxxx 00000 individual capacity but solely as
Interim Eligible Lender Trustee for
Lender Code: ______________ the benefit of the SLM Funding
Corporation under the Interim Trust
By: _____________________________ Agreement dated Mar. 1, 1998
(Signature of Authorized
Officer of Xxxxxx Mae, Inc. By:________________________________
as Authorized Agent for (Signature of Authorized
Seller) Signatory for Purchaser)
Name: ___________________________ Name:______________________________
Title: __________________________ Title:_____________________________
Date of Purchase: Mar. 19, 1998
-----------------------------------------------------------------------------
1
ATTACHMENT B
XXXX OF SALE DATED MARCH 19, 1998
The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms
and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM
-
Funding Corporation ("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, 1998 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
OFFERED BY ACCEPTED BY ELIGIBLE
SELLER LENDER TRUSTEE
Number of Principal Number of Principal
LOAN TYPE Loans* Balance** Loans* Balance**
------------------------------------------------------------------------------------------
SUBSIDIZED XXXXXXXX
-------------------
Interim 194,527 666,507,735 194,527 666,507,735
Repayment 304,534 946,021,738 304,534 946,021,738
------- ------------- ------- -------------
499,061 1,612,529,473 499,061 1,612,529,473
UNSUBSIDIZED XXXXXXXX
---------------------
Deferred 82,809 351,843,370 82,809 351,843,370
Repayment 90,496 339,817,780 90,496 339,817,780
------- ------------- ------- -------------
173,305 691,661,150 173,305 691,661,150
PLUS/SLS
--------
Deferred 10,706 58,218,238 10,706 58,218,238
Non-Deferred 43,122 185,989,470 43,122 185,989,470
------- ------------- ------- -------------
53,828 244,207,708 53,828 244,207,708
CONSOLIDATION
-------------
Deferred 2,081 28,172,689 2,081 28,172,689
Repayment 32,984 422,579,840 32,984 422,579,840
------- ------------- ------- -------------
35,065 450,752,529 35,065 450,752,529
TOTAL 761,259 2,999,150,860 761,259 2,999,150,860
======= ============= ======= =============
ADDITIONAL LOAN CRITERIA
------------------------
Not in claims status, not previously rejected
Not in litigation
Last disbursement is greater than 120 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.
2
Guarantor(s):
American Student Assistance Guarantor
California Student Aid Commission
Connecticut Student Loan Foundation
Educational Credit Management Corporation
Florida Department of Education Office of Student Financial Assistance
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
New Jersey Higher Education Assistance Authority
N.Y State Higher Education Services Corporation
Northstar Guarantee Inc.
Northwest Education Loan Association
Oklahoma State Regents for Higher Education
Oregon State Scholarship Commission
Pennsylvania Higher Education Assistance Agency
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
----------------------------------------------------------------------------
SELLER PURCHASER
__________________________________ _________________________________
Student Loan Marketing Association
0000 Xxxxxx Xxxxxxxxx Xxxxxx, X.X. Chase Manhattan Bank USA,
Xxxxxxxxxx, X.X. 00000 National Association,
not in its individual capacity
Lender Code: ______________ but solely as Interim Eligible
Lender Trustee for the benefit
By:______________________________ of SLM Funding Corporation
(Signature of Authorized
Officer of Xxxxxx Xxx, Inc. By:______________________________
as Authorized Agent for (Signature of Authorized
Seller) Signatory for Purchaser)
Name: ___________________________ Name:____________________________
Title: __________________________ Title:___________________________
Date of Purchase: Mar. 19, 1998
----------------------------------------------------------------------------
--------------------------------------------------
NOTE: Boxed areas are for completion by Purchaser
--------------------------------------------------
3
PURCHASE AGREEMENT
Dated as of Xxxxx 00, 0000
XXXXXXXX AGREEMENT NUMBER 1
---
Xxxxxx Mae hereby offers for sale to Chase Manhattan Bank USA, National
Association as Interim Eligible Lender Trustee for the benefit of SLM Funding
Corporation ("Funding") under the Interim Trust Agreement dated as of March 1,
1998 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 one hundred and twenty
(120) days Delinquent as of the Cutoff Date which date shall be February 9,
1998.
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
$3,029,016,873.25 (equal to $3,036,539,775.25 (representing the offering price
of the Securities less underwriters' commissions) less $7,497,902
(representing the Reserve Account Initial Deposit), less $25,000 (representing
the initial deposit into the Collection Account).
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.
1
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 Transmittal Summary Form to
secure a loan in an amount equal to the Purchase Price of such loans.
STUDENT LOAN MARKETING SLM FUNDING CORPORATION
------------------------
ASSOCIATION (Seller) (Purchaser)
By Xxxxxx Xxx, Inc., Authorized
Agent for the Student Loan
Marketing Association
By: /s/ J. XXXXX XXXXXX By:/s/ XXXXXXX M.E. XXXXXX, JR.
------------------- ----------------------------
Name:___________________ Name:__________________________
Title:__________________ Title:_________________________
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
----------------------------------------------
Not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX
------------------
Name:__________________
Title:_________________
2
PURCHASE AGREEMENT NUMBER 1
---
BLANKET ENDORSEMENT DATED MARCH 19, 1998
----------------------------------------
Student Loan Marketing Association ("Xxxxxx Mae"), by execution of this
instrument, hereby endorses the attached promissory note which is one (1) of the
promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx
Mae in favor of Chase Manhattan Bank USA, National Association as the Interim
Eligible Lender Trustee for the benefit of SLM Funding Corporation ("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
this 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.
----------------------------------------------------------------------
SELLER PURCHASER
____________________________________________________________________
Student Loan Marketing Association Chase Manhattan Bank USA,
11600 Xxxxxx Xxx Drive National Association, not in its
Xxxxxx, Xxxxxxxx 00000 individual capacity but solely as
Interim Eligible Lender Trustee for
Lender Code: ______________ the benefit of the SLM Funding
Corporation under the Interim Trust
By: /s/ J. XXXXX XXXXXX Agreement dated Mar. 1, 1998
---------------------
(Signature of Authorized
Officer of Xxxxxx Xxx, Inc. By: /s/ XXXX X. XXXXXX
------------------
as Authorized Agent for (Signature of Authorized
Seller) Signatory for Purchaser)
Name: ___________________________ Name:______________________________
Title: __________________________ Title:_____________________________
Date of Purchase: Mar. 19, 1998
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1
XXXX OF SALE DATED MARCH 19, 1998
The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms
and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM
-
Funding Corporation ("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, 1998 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
OFFERED BY ACCEPTED BY ELIGIBLE
SELLER LENDER TRUSTEE
NUMBER OF PRINCIPAL NUMBER OF PRINCIPAL
LOAN TYPE Loans* Balance** Loans* Balance**
----------------------- ---------- ---------------- -------------------- -------------
SUBSIDIZED XXXXXXXX
-------------------
Interim 194,527 666,507,735 194,527 666,507,735
Repayment 304,534 946,021,738 304,534 946,021,738
------- ------------- ------- -------------
499,061 1,612,529,473 499,061 1,612,529,473
UNSUBSIDIZED XXXXXXXX
---------------------
Deferred 82,809 351,843,370 82,809 351,843,370
Repayment 90,496 339,817,780 90,496 339,817,780
------- ------------- ------- -------------
173,305 691,661,150 173,305 691,661,150
PLUS/SLS
--------
Deferred 10,706 58,218,238 10,706 58,218,238
Non-Deferred 43,122 185,989,470 43,122 185,989,470
------- ------------- ------- -------------
53,828 244,207,708 53,828 244,207,708
CONSOLIDATION
-------------
Deferred 2,081 28,172,689 2,081 28,172,689
Repayment 32,984 422,579,840 32,984 422,579,840
------- ------------- ------- -------------
35,065 450,752,529 35,065 450,752,529
TOTAL 761,259 2,999,150,860 761,259 2,999,150,860
======= ============= ======= =============
ADDITIONAL LOAN CRITERIA
------------------------
Not in claims status, not previously rejected
Not in litigation
Last disbursement is greater than 120 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.
2
Guarantor(s):
American Student Assistance Guarantor
California Student Aid Commission
Connecticut Student Loan Foundation
Educational Credit Management Corporation
Florida Department of Education Office of Student Financial Assistance
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
New Jersey Higher Education Assistance Authority
N.Y State Higher Education Services Corporation
Northstar Guarantee Inc.
Northwest Education Loan Association
Oklahoma State Regents for Higher Education
Oregon State Scholarship Commission
Pennsylvania Higher Education Assistance Agency
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
----------------------------------------------------------------------------
SELLER PURCHASER
__________________________________ _________________________________
Student Loan Marketing Association
0000 Xxxxxx Xxxxxxxxx Xxxxxx, X.X. Chase Manhattan Bank USA,
Xxxxxxxxxx, X.X. 00000 National Association,
not in its individual capacity
Lender Code: ______________ but solely as Interim Eligible
Lender Trustee for the benefit
By: /s/ J. XXXXX XXXXXX of SLM Funding Corporation
-----------------------------
(Signature of Authorized By: /s/ XXXX X. XXXXXX
----------------------
Officer of Xxxxxx Xxx, Inc. (Signature of Authorized
as Authorized Agent for Signatory for Purchaser)
Seller)
Name: ___________________________ Name:__________________________
Title: __________________________ Title:_________________________
Date of Purchase: Mar. 19, 1998
-----------------------------------------------------------------------------
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NOTE: Boxed areas are for completion by Purchaser
--------------------------------------------------
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