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EXHIBIT 99.1
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000
("Master Terms") dated as of November 12, 1997 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 November 1, 1997 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
These Master Terms establish the terms under which Xxxxxx Xxx may
sell and Funding (and with respect to legal title, the Interim Eligible Lender
Trustee on behalf of Funding) may purchase the Loans (and all obligations of
the Borrowers thereunder) specified on each Purchase Agreement as the parties
may execute from time to time pursuant to these Master Terms. Each such
Purchase Agreement shall be substantially in the form of Attachment A hereto,
incorporating by reference the terms of these Master Terms, and shall be a
separate agreement among Xxxxxx Mae, Funding, and the Interim Eligible Lender
Trustee on behalf of Funding with respect to the Loans covered by the terms of
such Purchase Agreement. If the terms of a Purchase Agreement conflict with the
terms of these Master Terms, the terms of such Purchase Agreement shall
supersede and govern.
SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein shall have
the definitions set forth in Appendix A hereto.
For purposes hereof:
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(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,
October 27, 1997, 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
(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
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 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
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
(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
INTERIM ELIGIBLE LENDER TRUSTEE
(A) General
Xxxxxx Mae represents and warrants to Funding that with respect to a
portfolio of Loans, as of the date of each Purchase Agreement and Xxxx of Sale:
(i) Xxxxxx Mae is an eligible lender or other qualified
holder of loans originated pursuant to the Federal
Family Education Loan Program established under the
Higher Education Act;
(ii) Xxxxxx Xxx is duly organized and existing under
the laws of the applicable jurisdiction;
(iii) Xxxxxx Mae has all requisite power and authority
to enter into and to perform the terms of the Purchase
Agreement; and
(iv) Xxxxxx Xxx will not, with respect to any Loan
purchased under Purchase Agreements executed pursuant
to these Master Terms, agree to release any Guarantor
from any of its contractual obligations as an insurer
of such Loan or agree otherwise to alter, amend or
renegotiate any material term or condition under which
such Loan is insured, except as required by law or
rules and regulations issued pursuant to law, without
the express prior written consent of Funding.
(B) Particular
Xxxxxx Mae represents and warrants to Funding as to the
Loans purchased by Funding under each Purchase Agreement and each
Xxxx of Sale executed pursuant these Master Terms that:
(i) Xxxxxx Mae has good 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
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, 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
AND FORWARD COMMUNICATIONS
(A) Any payment received by Xxxxxx Xxx with respect to amounts
accrued after the Date of the Xxxx of Sale for any Loan sold to
Funding, which payment is not reflected in the
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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 XXX
Xxxxxx Mae shall provide all reasonable assistance necessary for
Funding to resolve account problems raised by any Borrower, the Guarantor or
the Secretary provided such account problems are attributable to or are alleged
to be attributable to (a) an event occurring during the period Xxxxxx Xxx owned
the Loan, or (b) a payment made or alleged to have been made to Xxxxxx Mae.
Further, Xxxxxx Xxx agrees to execute any financing statements at the request
of Funding in order to reflect Funding's interest in the Loans.
SECTION 9. LIABILITY OF XXXXXX MAE; INDEMNITIES
Xxxxxx Xxx shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by Xxxxxx Mae under this Purchase
Agreement.
(i) Xxxxxx Xxx shall indemnify, defend and hold harmless Funding and
the Interim Eligible Lender Trustee in its individual capacity and
their officers, directors, employees and agents from and against any
taxes that may at any time be asserted against any such Person with
respect to the transactions contemplated herein and in the other
Basic Documents (except any such income taxes arising out of fees
paid to the Interim Eligible Lender Trustee), including any sales,
gross receipts, general corporation, tangible 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
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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.
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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,
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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 any
covenant,
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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.
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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
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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.
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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/ X.X. XXXXXX
---------------------------
Name:
-------------------------
Title:
------------------------
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ATTACHMENT A
PURCHASE AGREEMENT
Dated as of November 12, 1997
PURCHASE 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 November 1, 1997 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 October 27, 1997.
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 $2,551,581,521 (equal to $2,557,863,120
(representing the offering price of the Securities less underwriters'
commissions) less $6,256,599 (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.
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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:
------------------------
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PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED NOVEMBER 12, 1997
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 Nov. 1, 1997
-----------------------------
(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: Nov. 12, 1997
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ATTACHMENT B
XXXX OF SALE DATED NOVEMBER 12, 1997
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 November 1, 1997 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 246,456 831,888,241 246,456 831,888,241
Repayment 295,381 814,458,214 295,381 814,458,214
------- ----------- ------- -----------
541,837 1,646,346,455 541,837 1,646,346,455
UNSUBSIDIZED XXXXXXXX
---------------------
Deferred 115,183 444,572,120 115,183 444,572,120
Repayment 57,489 168,802,236 57,489 168,802,236
------ ----------- ------ -----------
172,672 613,374,356 172,672 613,374,356
PLUS/SLS
--------
Deferred 13,034 64,468,389 13,034 64,468,389
Non-Deferred 43,998 178,450,387 43,998 178,450,387
------- ----------- ------ -----------
57,032 242,918,776 57,032 242,918,776
CONSOLIDATION 0 0 0 0
------------- - - -
TOTAL 771,541 $2,502,639.587 771,541 $2,502,639.587
------- -------------- ------- --------------
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.
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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 By:
Officer of Xxxxxx Xxx, Inc. ----------------------------
as Authorized Agent for (Signature of Authorized
Seller) Signatory for Purchaser)
Name: Name:
--------------------------- --------------------------
Title: Title:
--------------------------- -------------------------
Date of Purchase: Nov 12, 1997
NOTE: Boxed areas are for completion by Purchaser
