EXHIBIT 99.2
SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Sale Agreement Master Securitization Terms Number 1000 ("Master Sale
Terms") dated as of July 22, 2003 among SLM Funding LLC (in such capacity, the
"Seller"), 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 the Seller under the Interim Trust Agreement
dated as of July 1, 2003 between Seller and the Interim Eligible Lender Trustee,
Chase Manhattan Bank USA, National Association, not in its individual capacity
but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2003-7
(the "Eligible Lender Trustee"), and SLM Student Loan Trust 2003-7 (the
"Purchaser"), shall be effective upon execution by the parties hereto.
References to the Seller herein mean the Interim Eligible Lender Trustee, and
references to the Purchaser mean the Eligible Lender Trustee, for all purposes
involving the holding or transferring of legal title to the Trust Student Loans.
WHEREAS, the Seller is the owner of certain student loans guaranteed under
the Higher Education Act;
WHEREAS, legal title to such loans is vested in the Interim Eligible Lender
Trustee, as trustee for the benefit of the Seller as the sole beneficiary;
WHEREAS, the Seller may desire to sell its interest in such loans from time
to time and Purchaser may desire to purchase such loans from Seller;
WHEREAS, the Eligible Lender Trustee is willing to hold legal title to, and
serve as eligible lender trustee with respect to, such loans for the benefit of
the Purchaser;
NOW, THEREFORE, in connection with the mutual promises contained herein,
the parties hereto agree as follows:
SECTION 1. TERMS
These Master Sale Terms establish the terms under which the Seller (and
with respect to legal title, the Interim Eligible Lender Trustee for the benefit
of the Seller) may sell and Purchaser (and with respect to legal title, the
Eligible Lender Trustee on behalf of the Purchaser) may purchase the Loans (and
all obligations of the Borrowers thereunder) specified on each Sale Agreement
("Sale Agreement") as the parties may execute from time to time pursuant to
these Master Sale Terms. Each such Sale Agreement shall be substantially in the
form of Attachment A hereto, incorporating by reference the terms of these
Master Sale Terms, and shall be a separate agreement among the Seller, the
Purchaser, the Eligible Lender Trustee on behalf of the Purchaser, and the
Interim Eligible Lender Trustee for the benefit of the Seller with respect to
the Loans covered by the terms of such Sale Agreement for all purposes. If the
terms of a Sale Agreement conflict with the terms of these Master Sale Terms,
the terms of such Sale 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.
-1-
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 the Seller and the Interim Eligible Lender Trustee for the benefit of
Seller which shall set forth the Loans offered by the Seller and the
Interim Eligible Lender Trustee for the benefit of the Seller and accepted
for purchase by the Eligible Lender Trustee on behalf of the Purchaser and
which shall sell, assign and convey to the Eligible Lender Trustee on
behalf of the Purchaser and its assignees all right, title and interest of
the Seller and of the Interim Eligible Lender Trustee for the benefit of
the Seller in the Loans listed on the Xxxx of Sale and will certify that
the representations and warranties made by the Seller pursuant to Section
5(A) of these Master Sale 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 May 26, 2003 and, with respect to subsequent
sales hereunder, a date agreed to by Seller and Purchaser 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 Seller under the
Sale Agreement which as of the Cutoff Date is current or no more Delinquent
than permitted under the Sale 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 Consolidation Loan;
(ii) is owned by Seller 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;
-2-
(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 (or the
electronic records evidencing the same),
3. evidence of guarantee,
4. any other document and/or record which Purchaser
may be required to retain pursuant to the Higher
Education Act; 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,
-3-
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 C to the Trust Agreement, evidencing
the right to receive payments thereon as set forth in Sections 2.7C.14,
2.8.1D, 2.8.2B.2 and 2.8.3B.4 of the Administration Agreement.
(I) "Initial Payment" means the dollar amount specified in the
applicable Sale Agreement.
(J) "Loan" means the Note or Notes offered for sale pursuant to the Sale
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 Seller
by Purchaser and completed by Seller 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) [RESERVED]
(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 Price" means the Initial Payment.
(P) "Secretary" means the United States Secretary of Education or any
successor.
(Q) [RESERVED]
(R) [RESERVED]
(S) "Subsidized" means a Loan for which the interest rate is governed by
Section 427(a) or 427(d) of the Higher Education Act.
(T) "Unsubsidized" means a Loan made pursuant to Section 428H of the
Higher Education Act.
SECTION 3. SALE/PURCHASE
(A) Consummation of Sale and Purchase
-4-
The sale and purchase of Eligible Loans pursuant to a Sale Agreement shall
be consummated upon Purchaser's receipt from the Seller and the Interim Eligible
Lender Trustee for the benefit of the Seller of the Xxxx of Sale and the payment
by Purchaser to Seller of the Initial Payment and the issuance to the Seller of
the Excess Distribution Certificate, and when consummated such sale and purchase
shall be effective as of the date of the Xxxx of Sale. Seller and Purchaser
shall use their best efforts to perform promptly their respective obligations
pursuant to such Sale Agreement.
(B) Settlement of the Initial Payment
Purchaser on the date of the Xxxx of Sale shall pay Seller the Initial
Payment by wire transfer in immediately available funds to the account specified
by Seller.
(C) Interest Subsidy And Special Allowance Payments And Rebate Fees
The Seller shall be entitled to all Interest Subsidy Payments and
Special Allowance Payments on the Consolidation 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 Closing Date. The Purchaser and the Eligible Lender Trustee,
for the benefit of Purchaser, shall be entitled to all Special Allowance
Payments and Interest Subsidy Payments accruing from the Closing Date and
shall be responsible for the payment of any rebate fees applicable to the
Consolidation Loans subject to any Xxxx of Sale accruing from the Closing
Date.
(D) Special Programs
In consideration of the sale of the Eligible Loans under these
Master Sale Terms and each Sale Agreement, Purchaser 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 Sale Agreement generally
offered to the obligors of comparable loans owned by Xxxxxx Mae subject to
the terms and conditions of Section 3.12 of the Servicing Agreement.
SECTION 4. CONDITIONS PRECEDENT TO SALE AND PURCHASE
(A) Activities Prior to the Sale
Following the execution of a Sale Agreement, Seller shall provide
any assistance requested by Purchaser in determining that all required
documentation on the Loans is present and correct.
(B) Continued Servicing
Seller shall service, or cause to be serviced, all Loans as required
under the Higher Education Act until the date of the Xxxx of Sale.
(C) Xxxx of Sale/Loan Transmittal Summary Form
Seller shall deliver to Purchaser:
-5-
(i) a Xxxx of Sale executed by an authorized officer of the
Seller and the Interim Eligible Lender Trustee for the benefit of
the Seller, covering Loans offered by the Seller and accepted by
Purchaser as set forth thereon, selling, assigning and conveying to
the Eligible Lender Trustee for the benefit of the Purchaser and its
assignees all right, title and interest of the Seller and the
Interim Eligible Lender Trustee for the benefit of the Seller,
including the insurance interest of the Interim Eligible Lender
Trustee for the benefit of the Seller, in each of the Loans, and
stating that the representations and warranties made by Seller in
Section 5 of these Master Sale 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
The Seller shall provide a blanket endorsement transferring the
entire interest of the Seller and the Interim Eligible Lender Trustee for
the benefit of Seller in the Loans to the Eligible Lender Trustee for the
benefit of the Purchaser with the form of endorsement provided for in the
Sale Agreement.
At the direction of and in such form as Purchaser may designate, the
Seller also agrees to individually endorse any Eligible Loan as Purchaser
may request from time to time.
(E) Officer's Certificate
Seller shall furnish to Purchaser, with each Xxxx of Sale provided
in connection with each sale of Loans pursuant to these Master Sale Terms,
an Officer's Certificate, dated as of the date of such Xxxx of Sale.
(F) Loan Transfer Statement
Upon Purchaser's request, Seller shall deliver to Purchaser one (1)
or more Loan Transfer Statements (Department Form OE 1074 or its
equivalent) provided by Purchaser, executed by the Interim Eligible Lender
Trustee for the benefit of the Seller and dated the date of the Xxxx of
Sale. Seller agrees that Purchaser and the 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 the Interim Eligible Lender Trustee for the
benefit of the Seller to the Eligible Lender Trustee for the benefit of the
Purchaser of the Loans listed on the Xxxx of Sale.
(G) Power of Attorney
Seller and the Interim Eligible Lender Trustee hereby grant to the
Eligible Lender Trustee, for the benefit of and on behalf of the Purchaser,
an irrevocable power of
-6-
attorney, which power of attorney is coupled with an interest, to
individually endorse or cause to be individually endorsed in the name of
the Seller and the Interim Eligible Lender Trustee for the benefit of the
Seller any Eligible Loan to evidence the transfer of such Eligible Loan to
the Eligible Lender Trustee on behalf of the Purchaser and to transfer or
to cause to be transferred physical possession of any Note from Xxxxxx Xxx
or the Servicer to the Eligible Lender Trustee or the Indenture Trustee or
any other custodian on behalf of either of them.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF SELLER AND ELIGIBLE LENDER TRUSTEE
(A) General
Seller represents and warrants to Purchaser that with respect to a
portfolio of Loans as of the date of each Sale Agreement and Xxxx of Sale:
(i) The Interim Eligible Lender Trustee is an eligible lender or
other qualified holder of loans originated pursuant to the Federal
Family Education Loan Program established under the Higher Education
Act;
(ii) The Interim Eligible Lender Trustee and the Seller are duly
organized and existing under the laws of the applicable
jurisdiction;
(iii) The Interim Eligible Lender Trustee and the Seller have all
requisite power and authority to enter into and to perform the terms
of these Master Sale Terms and each Sale Agreement; and
(iv) The Interim Eligible Lender Trustee and the Seller will not,
with respect to any Loan purchased under Sale Agreements executed
pursuant to these Master Sale 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 Purchaser.
(B) Particular
Seller represents and warrants to Purchaser as to the Loans
purchased by Purchaser under each Sale Agreement and each Xxxx of Sale
executed pursuant to these Master Sale Terms:
(i) The Interim Eligible Lender Trustee for the benefit of the
Seller 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, 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;
-7-
(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 constitute "Accounts" within the meaning of the
applicable UCC and are within the coverage of Sections 432(m)(1)(E)
and 439(d)(3) of the Higher Education Act;
(iv) The Loans are Eligible Loans and the description of the
Loans set forth in the Sale Agreement and the Loan Transmittal
Summary Form is true and correct;
(v) The Interim Eligible Lender Trustee and the Seller are
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 repurchased by the Seller and or the Interim Eligible
Lender Trustee, will be made pursuant to and consistent with the
laws and regulations under which the Seller and the Interim Eligible
Lender Trustee operate, and will not violate any decree, judgment or
order of any court or agency, or conflict with or result in a breach
of any of the terms, conditions or provisions of any agreement or
instrument to which the Interim Eligible Lender Trustee or the
Seller is a party or by which the Interim Eligible Lender Trustee or
Seller 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 Interim 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 Eligible Lender Trustee for the
benefit of the Purchaser 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 the Interim Eligible
Lender Trustee for the benefit of the Seller 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;
-8-
(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 the Seller 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 Seller, the Interim Eligible Lender
Trustee, the Eligible Lender Trustee, and the Purchaser, and the
Seller hereby warrants, that the transfer and assignment herein
contemplated constitute a valid sale of the Loans from Seller and
the Interim Eligible Lender Trustee to the Eligible Lender Trustee
for the benefit of Purchaser and that the beneficial interest in and
title to such Loans not be part of the Seller's estate in the event
of the bankruptcy of the Seller or the appointment of a receiver
with respect to Seller;
(xv) The Interim 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 that were executed electronically, the Servicer has
possession of the electronic records evidencing the promissory note.
The Interim Eligible Lender Trustee has in its possession a copy of
the endorsement and Loan Transmittal Summary Form identifying the
Notes that constitute or evidence the 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;"
-9-
(xvii) Other than the security interest granted to the Eligible
Lender Trustee pursuant to this Agreement, the Seller and the
Interim Eligible Lender Trustee 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. 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 Eligible Lender Trustee and the Purchaser represent and warrant
that as of the date of each Sale Agreement and each Xxxx of Sale:
(i) The Eligible Lender Trustee is duly organized and validly
existing in good standing under the laws of its governing
jurisdiction and has an office located within the State of Delaware.
It has all requisite corporate power and authority to execute,
deliver and perform its obligations under these Master Sale Terms;
(ii) The Eligible Lender Trustee has taken all corporate action
necessary to authorize the execution and delivery by it of these
Master Sale Terms and each Sale Agreement, and these Master Sale
Terms and each Sale Agreement have been and will be executed and
delivered by one of its officers who is duly authorized to execute
and deliver the Sale Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these Master
Sale Terms and each Sale Agreement, nor the consummation by it of
the transactions contemplated hereby or thereby nor compliance by it
with any of the terms or provisions hereof or thereof will
contravene any Federal or Delaware state law, governmental rule or
regulation governing the banking or trust powers of the 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 Eligible Lender Trustee is an "eligible lender" as such
term is defined in Section 435(d) of the Higher Education Act, for
purposes of holding legal title to the Trust Student Loans as
contemplated by these Master Sale Terms and each Sale 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.
-10-
SECTION 6. PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
Each party to this Agreement shall give notice to the other such parties
and to the Servicer, the Administrator and Xxxxxx Xxx promptly, in writing, upon
the discovery of any breach of Seller's representations and warranties made
pursuant to Section 5 hereof which has a materially adverse effect on the
interest of the Purchaser in any Trust Student Loan. In the event of such a
material breach which is not curable by reinstatement of the applicable
Guarantor's guarantee of such Trust Student Loan, Seller 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
applicable 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, the Seller
shall purchase such Trust Student Loan not later than the sixtieth day following
the end of such 360-day period. The Seller 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, the Seller
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 the Seller 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 the
Purchaser to repay such interest to a Guarantor), or the loss (including any
obligation of the Purchaser to repay the Department) of Interest Subsidy
Payments and Special Allowance Payments, with respect to any Trust Student Loan
affected by such breach, then the Seller shall reimburse the Purchaser 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 the Seller 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, the
Seller shall not be required to reimburse the Purchaser 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 the Seller or the Servicer, exceeds 1% of the Pool Balance, the Seller
or the
-11-
Servicer 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 the Seller or 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, the
Seller may, at its option, substitute Eligible Loans or arrange for the
substitution of Eligible Loans which are substantially similar on an aggregate
basis as of the date of substitution to the Trust Student Loans for which they
are being substituted with respect to the following characteristics:
(1) status (i.e., in-school, grace, deferment, forbearance or
repayment),
(2) program type (i.e., Unsubsidized or Subsidized Consolidation
(pre-1993 vs. post-1993)),
(3) school type,
(4) total return,
(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, the Seller
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 Seller elects to substitute Eligible Loans pursuant to
this Section 6, the Seller 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.
The Seller 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 the
Purchaser, the Eligible Lender Trustee and the Noteholders with respect to a
breach by the Seller pursuant to Section 5 hereof shall be to require the Seller
to purchase Trust Student Loans, to reimburse the Purchaser 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.
-12-
SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS
(A) Any payment received by Seller with respect to amounts accrued after
the Date of the Xxxx of Sale for any Loan sold to Purchaser, which payment
is not reflected in the Loan Transmittal Summary Form, shall be received by
Seller in trust for the account of Purchaser and the Seller hereby
disclaims any title to or interest in any such amounts. Within two (2)
business days following the date of receipt, Seller shall remit to
Purchaser an amount equal to any such payments along with a listing on a
form provided by Purchaser 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 Seller with
respect to any Loan subject to any Sale Agreement shall be transmitted by
Seller 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 SELLER
The Seller shall provide all reasonable assistance necessary for Purchaser
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 Seller owned the
Loan, or (b) a payment made or alleged to have been made to Seller. Further, the
Seller agrees to execute any financing statements at the request of the
Purchaser in order to reflect the Purchaser's interest in the Loans.
SECTION 9. LIABILITY OF SELLER; INDEMNITIES
The Seller shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Seller under these Master Sale Terms.
(i) The Seller shall indemnify, defend and hold harmless the
Purchaser and the 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 Eligible Lender Trustee), including any sales,
gross receipts, general corporation, tangible and intangible
personal property, privilege or license taxes and costs and expenses
in defending against the same.
(ii) The Seller shall indemnify, defend and hold harmless the
Purchaser and the Eligible Lender Trustee in its individual capacity
and their officers, directors, employees and agents of the Purchaser
and the 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, the Seller's willful misfeasance,
bad faith or gross negligence in the performance of its duties under
the Sale
-13-
Agreement, or by reason of reckless disregard of its obligations and
duties under the Sale Agreement.
(iii) The Seller shall be liable as primary obligor for, and shall
indemnify, defend and hold harmless the 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 Sale 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 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 Eligible Lender
Trustee, (b) shall arise from any breach by the Eligible Lender
Trustee of its covenants in its individual capacity under any of the
Basic Documents; or (c) shall arise from the breach by the Eligible
Lender Trustee of any of its representations or warranties in its
individual capacity set forth in these Master Sale Terms or any Sale
Agreement. In the event of any claim, action or proceeding for which
indemnity will be sought pursuant to this paragraph, the Eligible
Lender Trustee's choice of legal counsel shall be subject to the
approval of the Seller, which approval shall not be unreasonably
withheld.
Indemnification under this Section shall survive the resignation or removal
of the Eligible Lender Trustee and the termination of these Master Sale Terms
and shall include reasonable fees and expenses of counsel and expenses of
litigation. If the Seller shall have made any indemnity payments pursuant to
this Section and the Person to or for the benefit of whom such payments are made
thereafter shall collect any of such amounts from others, such Person shall
promptly repay such amounts to the Seller, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF
SELLER
Any Person (a) into which the Seller may be merged or consolidated, (b)
which may result from any merger or consolidation to which the Seller shall be a
party or (c) which may succeed to the properties and assets of the Seller
substantially as a whole, shall be the successor to the Seller without the
execution or filing of any document or any further act by any of the parties to
these Master Sale Terms; PROVIDED, HOWEVER, that the Seller 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 the
Seller, executes an agreement of assumption to perform every obligation of the
Seller under these Master Sale Terms, (ii) immediately after giving effect to
such transaction, no representation or warranty made pursuant to Section 5
herein shall have been breached, (iii) the surviving Person, if other than the
Seller, shall have delivered to the 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 these Master Sale
Terms 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 the Seller is not the surviving entity, such
-14-
transaction will not result in a material adverse Federal or state tax
consequence to the Purchaser or the Noteholders and (v) if the Seller is not the
surviving entity, the Seller shall have delivered to the 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 the Purchaser and the Eligible Lender Trustee, respectively, 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 SELLER AND OTHERS
The Seller 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 the
Seller's obligations under Section 5 herein). The Seller 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 Sale Terms or any Sale
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 Seller will constitute the sole remedy available to Purchaser 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 listed on the Xxxx of Sale is less than the
aggregate Principal Balance stated on the Xxxx of Sale, Seller shall remit such
amount to the Eligible Lender Trustee for the benefit of the Purchaser. Such
reconciliation payment shall be made from time to time but no less frequently
than semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF ELIGIBLE LENDER TRUSTEE
Notwithstanding anything contained herein to the contrary, these Master
Sale Terms and any Sale Agreement have been signed by Chase Manhattan Bank USA,
National Association not in its individual capacity but solely in its capacity
as Eligible Lender Trustee for the Purchaser and the Interim Eligible Lender
Trustee for the Seller, as the case may be, and in no event shall Chase
Manhattan Bank USA, National Association in its individual capacity, have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Eligible Lender Trustee, the Interim Eligible Lender Trustee,
the Purchaser or of the Seller, respectively, under these Master Sale Terms or
any Sale 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 the Purchaser or the Seller, as the case may be.
SECTION 13. EXPENSES
Except as otherwise provided herein, each party to these Master Sale Terms
or any Sale Agreement shall pay its own expense incurred in connection with the
preparation, execution and delivery of these Master Sale Terms or any Sale
Agreement and the transactions contemplated herein or therein.
-15-
SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION
All covenants, agreements, representations and warranties made herein and
in or pursuant to any Sale Agreements executed pursuant to these Master Sale
Terms shall survive the consummation of the purchase of the Loans provided for
in each Sale Agreement. All covenants, agreements, representations and
warranties made or furnished pursuant hereto by or for the benefit of Seller
shall bind and inure to the benefit of any successors or assigns of Purchaser
and shall survive with respect to each Loan. Each Sale Agreement supersedes all
previous agreements and understandings between Purchaser and Seller with respect
to the subject matter thereof. A Sale 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 Purchaser of any covenant, agreement, representation or warranty
required to be made or furnished by Seller or the waiver by Purchaser of any
provision herein contained or contained in any Sale Agreement shall not be
deemed to be a waiver of any breach of any other covenant, agreement,
representation, warranty or provision herein contained or contained in any Sale
Agreement, 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 Sale
Agreement, be construed to lessen the right of Purchaser to insist upon the
performance by Seller 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 Seller or Purchaser, as the case may be,
addressed as set forth in the Sale 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 Seller or Purchaser 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
Sale Terms and any Sale Agreement, and all proceedings to be taken in connection
with these Master Sale Terms and any Sale Agreement and the transactions
contemplated herein and therein, shall be in a form as set forth in the
attachments hereto, and Purchaser 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 Sale Terms and any Sale 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 Sale Terms and Sale Agreements or of modifying in any
manner the rights of such Noteholders; provided that such
-16-
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 Sale Terms and any Sale Agreement may also be
amended from time to time by the Seller, the Interim Eligible Lender Trustee,
the Eligible Lender Trustee and the Purchaser, 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 Sale Terms or any Sale
Agreement 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 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 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 Sale Terms, the
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 Sale Agreement and the Opinion of Counsel referred to in Section 7.1I(i) of
the Administration Agreement. The Eligible Lender Trustee may, but shall not be
obligated to, enter into any such amendment which affects the 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 Sale Terms, Seller
and the Interim Eligible Lender Trustee shall not acquiesce, petition or
otherwise invoke or cause Purchaser to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
Purchaser under any Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of Purchaser or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Purchaser.
Notwithstanding any prior termination of these Master Sale Terms, the
Eligible Lender Trustee and the Purchaser shall not acquiesce, petition or
otherwise invoke or cause Seller to invoke the process of commencing or
sustaining a case against the Seller under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of Seller or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Purchaser.
-17-
SECTION 19. ASSIGNMENT
The Seller and the Interim Eligible Lender Trustee each hereby assigns its
entire right, title and interest as purchaser and as the Interim Eligible Lender
Trustee under the Purchase Agreement Master Securitization Terms Number 1000 and
any Purchase Agreement thereunder to Purchaser as of the date hereof and
acknowledges that the Purchaser and the Eligible Lender Trustee on behalf of the
Purchaser will assign the same, together with the right, title and interest of
the Purchaser and the Eligible Lender Trustee hereunder, to the Indenture
Trustee under the Indenture.
SECTION 20. GOVERNING LAW
These Master Sale Terms and any Sale Agreements shall be governed by and
construed in accordance with the laws of the State of New York without reference
to its conflict of law provisions, and the obligations, rights and remedies of
the parties, hereunder shall be determined in accordance with such laws.
-18-
IN WITNESS WHEREOF, the parties hereto have caused these Master Sale Terms
to be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SLM FUNDING LLC SLM STUDENT LOAN TRUST 2003-7
(Seller) (Purchaser)
by Chase Manhattan Bank USA, National
Association, not in its individual capacity
but solely as Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, not in its NATIONAL ASSOCIATION, not in
individual capacity but solely as its individual capacity but solely as
Interim Eligible Lender Trustee Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
-19-
SALE AGREEMENT
DATED AS OF JULY 22, 2003
SALE AGREEMENT NUMBER 1
Each of the Chase Manhattan Bank USA, National Association as Interim
Eligible Lender Trustee (the "Interim Eligible Lender Trustee") for the benefit
of SLM Funding LLC (the "Seller") and the Seller hereby offer for sale to the
Eligible Lender Trustee on behalf of SLM Student Loan Trust 2003-7 (the
"Purchaser") the entire right, title and interest of the Seller and the Interim
Eligible Lender Trustee in the Loans described in the Xxxx of Sale and Loan
Transmittal Summary Form incorporated herein and, to the extent indicated below,
the Eligible Lender Trustee on behalf of the Purchaser accepts the Seller's and
the Interim Eligible Lender Trustee'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 May 26,
2003.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, each of the Seller and the Interim
Eligible Lender Trustee for the benefit of the Seller hereby sells to the
Eligible Lender Trustee for the benefit of the Purchaser the entire right, title
and interest of the Seller and the Interim Eligible Lender Trustee in the Loans
accepted for purchase, subject to all the terms and conditions of the Sale
Agreement Master Securitization Terms Number 1000 (the "Master Sale Terms") and
amendments, each incorporated herein by reference, among the Seller, the Interim
Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The
Initial Payment of the Loans shall equal $2,468,497,214, equal to $1,312,648,626
(representing the sale price of the Floating Rate Notes less initial purchasers'
commissions and fees), PLUS $1,213,870,880 (representing the sale price of the
Reset Rate Notes less underwriters' commissions and fees), LESS $6,269,417
(representing the Reserve Account Initial Deposit), LESS $19,000,000
(representing the Capitalized Interest Account Initial Deposit), LESS
$32,715,375 (representing the Supplemental Interest Account Initial Deposit),
LESS $32,500 (representing the Interest Rate Cap Upfront Payment) and LESS
$5,000 (representing the Remarketing Agents' Upfront Fee payable to the
Remarketing Agents on behalf of the Swap Agent pursuant to the Remarketing
Agreement).
This document shall constitute a Sale Agreement as referred to in the
Master Sale Terms and, except as modified herein, each term used herein shall
have the same meaning as in the Master Sale Terms. All references in the Master
Sale Terms to Loans or Eligible Loans shall be deemed to refer to the Loans
governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all
the representations and warranties contained in the Master Sale Terms and makes
such representations and warranties with respect to the Loans governed by this
Sale Agreement.
Each of the Seller and the Interim Eligible Lender Trustee for the benefit
of the Seller authorizes the Eligible Lender Trustee for the benefit of the
Purchaser 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
-20-
Form 1074) as official notification to the applicable Guarantors of assignment
to the Eligible Lender Trustee for the benefit of the Purchaser 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. However, in the event that notwithstanding the intentions of the
parties, such transfer is deemed to be a transfer for security, then each of the
Interim Eligible Lender Trustee and the Seller hereby grants to the Eligible
Lender Trustee on behalf of the Purchaser 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.
-21-
IN WITNESS WHEREOF, the parties hereto have caused this Sale Agreement to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SLM FUNDING LLC SLM STUDENT LOAN TRUST 2003-7
(Seller) (Purchaser)
by Chase Manhattan Bank USA, National
Association, not in its individual capacity
but solely as Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, not in its NATIONAL ASSOCIATION, not in
individual capacity but solely as its individual capacity but solely as
Interim Eligible Lender Trustee Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
-22-
SALE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED JULY 22, 2003
Chase Manhattan Bank USA, National Association as Interim Eligible Lender
Trustee for the benefit of SLM Funding LLC (the "Seller"), 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 the
Seller and the Interim Eligible Lender Trustee for the benefit of the Seller in
favor of Chase Manhattan Bank USA, National Association as Eligible Lender
Trustee on behalf of SLM Student Loan Trust 2003-7 (the "Purchaser"). This
endorsement is in blank, unrestricted form and without recourse except as
provided in Section 6 of the Master Sale Terms referred to in the Sale Agreement
among Seller, Purchaser, Interim Eligible Lender Trustee, and the 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, the Interim Eligible Lender Trustee for the
benefit of the Seller agrees to individually endorse each Note in the form
provided by Purchaser as Purchaser 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 SALE AGREEMENT
MASTER LOAN SECURITIZATION TERMS 1000. BY EXECUTION HEREOF, THE SELLER
ACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL
TERMS, CONDITIONS AND COVENANTS OF THE SALE AGREEMENT (" SALE AGREEMENT"). THE
SALE AND PURCHASE SHALL BE CONSUMMATED UPON PURCHASER'S PAYMENT TO SELLER OF THE
INITIAL PAYMENT AS DEFINED IN THE MASTER SALE TERMS AND, UNLESS OTHERWISE AGREED
BY SELLER AND PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE.
-1-
IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement
to be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SELLER PURCHASER
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim Eligible capacity but solely as Eligible Lender
Lender Trustee for the Benefit of SLM Trustee on behalf of SLM Student Loan
Funding LLC Trust 2003-7
Lender Code: 833 253
By: /s/ XXXX X. XXXXXX
By: /s/ XXXX X. XXXXXX (Signature of Authorized Signatory
(Signature of Authorized Officer) for Purchaser)
Name: Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
Title: Vice President
Date of Purchase:
------------------
-2-
XXXX OF SALE DATED JULY 22, 2003
The undersigned SLM Funding LLC ("Seller") and Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of the
Seller under the Interim Trust Agreement dated as of July 1, 2003 ("Interim
Eligible Lender Trustee"), for value received and pursuant to the terms and
conditions of Sale Agreement Number 1 ("Sale Agreement") among Seller, the
Interim Eligible Lender Trustee, SLM Student Loan Trust 2003-7 ("Purchaser") and
Chase Manhattan Bank USA, National Association as the Eligible Lender Trustee,
do hereby sell, assign and convey to the Eligible Lender Trustee on behalf of
Purchaser and its assignees all right, title and interest of Seller and the
Interim Eligible Lender Trustee, including the insurance interest of Seller and
the Interim Eligible Lender Trustee under the Federal Family Education Loan
Program (20 U.S.C. 1071 ET SEQ.), in the Loans identified herein which the
Eligible Lender Trustee on behalf of Purchaser has accepted for purchase. The
portfolio accepted for purchase by the Eligible Lender Trustee on behalf of
Purchaser and the effective date of sale and purchase are described below and
the individual Accounts are listed on the Schedule A attached hereto.
Seller hereby makes the representations and warranties set forth in Section
5 of the Sale Agreement Master Securitization Terms Number 1000 incorporated by
reference in the Sale Agreement. Seller and the Interim Eligible Lender Trustee
authorize the Eligible Lender Trustee on behalf of Purchaser to use a copy of
this document (in lieu of OE Form 1074) as official notification to the
Guarantor(s) of assignment to the Eligible Lender Trustee on behalf of Purchaser
of the Loans on the date of purchase.
LISTING OF LOANS ON FOLLOWING PAGE
-3-
Table to be provided soon
ADDITIONAL LOAN CRITERIA
- Not in claims status, not previously rejected
- Not in litigation
- Last disbursement is greater than 210 days from cutoff date
- Loan is not swap-pending
* Based upon Seller's estimated calculations, which may be adjusted upward or
downward based upon Purchaser's reconciliation.
** Includes interest to be capitalized.
GUARANTOR(s):
American Student Assistance
California Student Aid Commission
Colorado Student Loan Program
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kentucky Higher Education Assistance Authority
Louisiana Office of Student Financial Assistance
MHEAA Michigan Guaranty Agency
Montana Guaranteed Student Loan Program
New Jersey Higher Education Assistance Authority
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma Guaranteed Student Loan Program
Oregon Student Assistance
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.
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
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association not in its individual Association, not in its individual
capacity but solely as Interim capacity but solely as Eligible Lender
Eligible Lendee Trustee on behalf of SLM Trustee on behalf of SLM Student
Funding LLC Loan Trust 2003-7
Lender Code:
----------------
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
(Signature of Authorized Officer) (Signature of Authorized Signatory
for Purchaser)
Name: Xxxx X. Xxxxxx
Title: Vice President
Name: Xxxx X. Xxxxxx
SLM FUNDING LLC
Title: Vice President
Name: /s/ XXXX X. XXXXXX
Date of Purchase:
------------------
Xxxx X. Xxxxxx
Title: Vice President
