PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000
("Master Terms") dated as of October 30, 2003 among Student Loan Marketing
Association ("Xxxxxx Xxx"), SLM Funding LLC ("Funding") and 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 October 1, 2003 between
Funding and the Interim Eligible Lender Trustee, 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 Xxx is the owner of certain student loans guaranteed
under the Higher Education Act;
WHEREAS, Xxxxxx Mae may desire to sell its interest in such loans from
time to time and Funding may desire to purchase such loans from Xxxxxx Xxx;
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 Mae 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 Xxx, 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-1 to this Agreement.
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 the document in the form of Attachment B
hereto, executed by an authorized officer of Xxxxxx Xxx which shall (i)
set forth the Loans offered by Xxxxxx Mae and accepted for purchase by
the Interim Eligible Lender Trustee, for the benefit of Funding, (ii)
sell, assign and convey to the Interim Eligible Lender Trustee, for the
benefit of Funding and its assignees, all rights, title and interest of
Xxxxxx Xxx in the Loans listed on the Xxxx of Sale and (iii) certify
that the representations and warranties made by Xxxxxx Xxx pursuant to
Section 5(A) and (B) 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 October 6, 2003 and, with respect to
subsequent sales hereunder, a date agreed to by Xxxxxx Mae and Funding
to use in determining the Principal Balance and accrued interest to be
capitalized for purposes of completing the Loan Transmittal Summary
Form.
(F) "Delinquent" means the period any payment of principal or
interest due on the Loan is overdue.
(G) "Eligible Loan" means a Loan offered for sale by Xxxxxx Xxx
under the Purchase Agreement which as of the Cutoff Date is current or
no more Delinquent than permitted under the Purchase Agreement in
payment of principal or interest and which meets the following criteria
as of the effective date of the Xxxx of Sale:
(i) is a Consolidation Loan;
(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;
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(vii) is current or no payment of principal or interest
shall be more than 210 days past due as of the Cutoff Date;
(viii) the last disbursement was no greater than 120 days
from the Cutoff Date;
(ix) is supported by the following documentation:
1. loan application, and any supplement
thereto,
2. original promissory note and any addendum
thereto (or the electronic records
evidencing the same),
3. evidence of guarantee,
4. any other document and/or record which
Funding may be required to retain pursuant
to the Higher Education Act,
5. if applicable, 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 the Borrower
or on the Borrower's behalf to principal and
interest on the Loan,
6. if applicable, documentation which supports
periods of current or past deferment or past
forbearance,
7. if applicable, 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,
8. if applicable, evidence of all requests for
skip-tracing assistance and current address
of Borrower, if located,
9. if applicable, evidence of requests for
pre-claims assistance, and evidence that the
Borrower's school(s) have been notified, and
10. if applicable, a record of any event
resulting in a change to or confirmation of
any data in the Loan file.
(H) "Excess Distribution Certificate" means the certificate,
substantially in the form of Exhibit A to the Trust Agreement,
evidencing the right to receive payments thereon as set forth in
Sections 2.8(p), 2.9(f) and 2.10(a)(ii) of the Administration
Agreement.
(I) "Initial Payment" means the dollar amount specified in the
applicable Purchase Agreement.
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(J) "Loan" means the Eligible Loans evidenced by the Note sold on
the Closing Date 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 that list, by
Borrower, (i) the Loans subject to the Xxxx of Sale and (ii) the
outstanding Principal Balance and accrued interest thereof as of the
Cutoff Date.
(L) "Note" means the promissory note or notes of the Borrower and
any amendment thereto evidencing the Borrower's obligation with regard
to a student loan guaranteed under the Higher Education Act or the
electronic records evidencing the same.
(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 Agreement" means a Purchase Agreement (including any
attachments thereto), substantially in the form of Attachment A hereto,
of which these Master Terms form a part by reference.
(P) "Purchase Price" means the Initial Payment.
(Q) "Sale Agreement" means the Sale Agreement Master
Securitization Terms Number 1000 among SLM Funding LLC as Seller, Chase
Manhattan Bank USA, National Association as Interim Eligible Lender
Trustee and Eligible Lender Trustee.
(R) "Secretary" means the United States Secretary of Education or
any successor.
(S) [RESERVED]
(T) [RESERVED]
(U) "Subsidized" means a Loan for which the interest rate is
governed by Section 427A(a) or 427A(d) of the Higher Education Act.
(V) "Unsubsidized" 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 (i) Funding's receipt from Xxxxxx
Mae of the Xxxx of Sale, (ii) the
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payment by Funding to Xxxxxx Mae of the Initial Payment and (iii) the
assignment to Xxxxxx Xxx of the Excess Distribution Certificate. Upon
consummation, such sale and purchase shall be effective as of the date
of the Xxxx of Sale. Xxxxxx Xxx and Funding shall use their best
efforts to perform promptly their respective obligations pursuant to
the Purchase Agreement with respect to each Loan.
(B) Settlement of the Initial Payment
On the date of the Xxxx of Sale, Funding shall pay to Xxxxxx
Mae the Initial Payment by wire transfer of immediately available funds
to the account specified by Xxxxxx Xxx.
(C) Interest Subsidy and Special Allowance Payments and Rebate
Fees
Xxxxxx Mae 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 Cutoff Date. The Interim Eligible Lender Trustee on
behalf of Funding shall be entitled to all Special Allowance Payments
and Interest Subsidy Payments accruing from the Cutoff Date and shall
be responsible for the payment of any rebate fees applicable to the
Consolidation Loans subject to each Xxxx of Sale accruing from the
Closing Date.
(D) Special Programs
In consideration of the sale of the Eligible Loans under these
Master Terms and each Purchase Agreement, Funding agrees to cause the
Servicer to offer borrowers of Trust Student Loans all special
programs, whether or not in existence as of the date of any Purchase
Agreement, generally offered to the obligors of comparable loans owned
by Xxxxxx Xxx subject to the terms and conditions of Section 3.12 of
the Servicing 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:
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(i) a Xxxx of Sale that (a) has been duly authorized,
executed and delivered, by an authorized officer of Xxxxxx
Mae, covering Loans offered by Xxxxxx Xxx, (b) has been
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 (c) states that the representations and
warranties made by Xxxxxx Mae in Section 5(A) and (B) of these
Master Terms are true and correct on and as of the date of the
Xxxx of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the
Xxxx of Sale, identifying each of the Eligible Loans which is
the subject of the Xxxx of Sale and setting forth the unpaid
Principal Balance of each such Loan.
(D) Endorsement
Xxxxxx Mae shall provide a blanket endorsement transferring
the entire interest of Xxxxxx Xxx in the Loans to the Interim Eligible
Lender Trustee on behalf of Funding with the form of endorsement
provided for in the Purchase Agreement.
At the direction of and in such form as Funding may designate,
Xxxxxx Mae also agrees to individually endorse any Eligible Loan as
Funding may request from time to time.
(E) Officer's Certificate
Xxxxxx Xxx shall furnish to Funding, with each Xxxx of Sale
provided in connection with each purchase of Loans pursuant to these
Master Terms, an Officer's Certificate, dated as of the date of such
Xxxx of Sale.
(F) Loan Transfer Statement
Upon Funding's request, Xxxxxx Mae shall deliver to Funding
one (1) or more Loan Transfer Statements (Department of Education Form
OE 1074 or its equivalent) provided by Funding, executed by Xxxxxx Xxx
and dated the date of the Xxxx of Sale. Xxxxxx Xxx agrees that Funding
and the Interim Eligible Lender Trustee may use the Xxxx of Sale,
including the Loan Transmittal Summary Form attached to the Xxxx of
Sale, in 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, on behalf of and 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
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or the Servicer to Funding or the Interim Eligible Lender Trustee or
any custodian on their behalf.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF XXXXXX XXX AND INTERIM ELIGIBLE
LENDER TRUSTEE
(A) General
Xxxxxx Mae represents and warrants to Funding that with
respect to a portfolio of Loans, as of the date of each Purchase
Agreement and Xxxx of Sale:
(i) Xxxxxx Mae is an eligible lender or other qualified
holder of loans originated pursuant to the Federal Family
Education Loan Program established under the Higher Education
Act;
(ii) Xxxxxx Xxx is duly organized and existing under the
laws of the applicable jurisdiction;
(iii) Xxxxxx Mae has all requisite power and authority to
enter into and to perform the terms of these Master Terms and
that Purchase Agreement; and
(iv) Xxxxxx Xxx will not, with respect to any Loan
purchased under Purchase Agreements executed pursuant to these
Master Terms, agree to release any Guarantor from any of its
contractual obligations as an insurer of such Loan or agree
otherwise to alter, amend or renegotiate any material term or
condition under which such Loan is insured, except as required
by law or rules and regulations issued pursuant to law,
without the express prior written consent of Funding.
(B) Particular
Xxxxxx Mae represents and warrants to Funding as to the Loans
purchased by Funding under each Purchase Agreement and each Xxxx of
Sale executed pursuant these Master Terms that:
(i) Xxxxxx Mae has good and marketable title to, and is
the sole owner of, the Loans, free and clear of all security
interests, liens, charges, claims, offsets, 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) These Master Terms create 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;
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(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 Purchase Agreement and the Loan
Transmittal Summary Form is true and correct;
(v) Xxxxxx Xxx is authorized to sell, assign, transfer
and repurchase the Loans; and the sale, assignment and
transfer of such Loans is or, in the case of a Loan repurchase
by Xxxxxx Mae, will be made pursuant to and consistent with
the laws and regulations under which Xxxxxx Xxx operates, and
will not violate any decree, judgment or order of any court or
agency, or conflict with or result in a breach of any of the
terms, conditions or provisions of any agreement or instrument
to which Xxxxxx Mae is a party or by which Xxxxxx Xxx or its
property is bound, or constitute a default (or an event which
could constitute a default with the passage of time or notice
or both) thereunder;
(vi) The Loans are each in full force and effect in
accordance with their terms and are legal, valid and binding
obligations of the respective Borrowers thereunder subject to
no defenses (except the defense of infancy);
(vii) No consents and approvals are required by the terms
of the Loans for the consummation of the sale of the Loans
hereunder to the Eligible Lender Trustee;
(viii) Each Loan has been duly made and serviced in
accordance with the provisions of the Federal Family Education
Loan Program established under the Higher Education Act, and
has been duly insured by a Guarantor; such guarantee is in
full force and effect and is freely transferable to the
Interim Eligible Lender Trustee on behalf of Funding as an
incident to the purchase of each Loan; and all premiums due
and payable to such Guarantor shall have been paid in full as
of the date of the Xxxx of Sale;
(ix) Any payments on the Loans received by Xxxxxx Xxx
which have been allocated to reduction of principal and
interest on such Loans have been allocated on a simple
interest basis; the information with respect to the Loans as
of the Cutoff Date as stated on the Loan Transmittal Summary
Form is true and correct;
(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;
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(xiii) No Loan is more than two hundred and ten (210) days
delinquent as of the Cutoff Date and no default, breach,
violation or event permitting acceleration under the terms of
any Loan has arisen; and neither Xxxxxx Mae nor any
predecessor holder of any Loan has waived any of the foregoing
other than as permitted by the Basic Documents;
(xiv) It is the intention of Xxxxxx Xxx, the Interim
Eligible Lender Trustee and Funding, and Xxxxxx Mae hereby
warrants that, the transfer and assignment herein contemplated
constitute a valid sale of the Loans from Xxxxxx Xxx to the
Interim Eligible Lender Trustee, for the benefit of and on
behalf of Funding, and that the beneficial interest in and
title to such Loans not be part of Xxxxxx Mae's estate in the
event of the bankruptcy of Xxxxxx Xxx or the appointment of a
receiver with respect to Xxxxxx Mae;
(xv) The Eligible Lender Trustee and the Seller have
caused or will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office
in the appropriate jurisdictions under applicable law in order
to perfect the security interest in the Loans granted to the
Eligible Lender Trustee hereunder;
(xvi) Except for Loans executed electronically, there is
only one original executed copy of the Note evidencing each
Loan. For Loans that were executed electronically, the
Servicer has possession of the electronic records evidencing
the Note. The Eligible Lender Trustee has in its possession a
copy of the endorsement and Loan Transmittal Summary Form
identifying the Notes that constitute or evidence the Loans.
The Notes that constitute or evidence the Loans do not have
any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than the
Eligible Lender Trustee. All financing statements filed or to
be filed against the Interim Eligible Lender Trustee and the
Seller in favor of the Eligible Lender Trustee in connection
herewith describing the Loans contain a statement to the
following effect: "A purchase of or security interest in any
collateral described in this financing statement will violate
the rights of the Eligible Lender Trustee;"
(xvii) Other than the security interest granted to the
Eligible Lender Trustee pursuant to this Agreement, the Seller
and the Interim Eligible Lender Trustee have not pledged,
assigned, sold, granted a security interest in, or otherwise
conveyed any of the Loans. The Seller and the Interim Eligible
Lender Trustee have not authorized the filing of and are not
aware of any financing statements against the Seller or the
Interim Eligible Lender Trustee that include a description of
collateral covering the Loans other than any financing
statement relating to the security interest granted to the
Eligible Lender Trustee hereunder or that has been terminated.
The Seller and the Interim Eligible Lender Trustee are not
aware of any judgment or tax lien filings against the Seller
or the Interim Eligible Lender Trustee; and
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(xviii) No Borrower of any Loan as of the Cutoff Date is
noted in the related Loan File as being currently involved in
a bankruptcy proceeding.
(C) The Interim Eligible Lender Trustee represents and warrants
that as of the date of each Purchase Agreement and each Xxxx of Sale:
(i) The Interim Eligible Lender Trustee is duly organized
and validly existing in good standing under the laws of its
governing jurisdiction and has an office located within the
State of Delaware. It has all requisite corporate power and
authority to execute, deliver and perform its obligations
under this Purchase Agreement;
(ii) The Interim Eligible Lender Trustee has taken all
corporate action necessary to authorize the execution and
delivery by it of these Master Terms and that 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 these
Master Terms and that Purchase 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 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 these Master Terms
and that 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 these Master Terms 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(A) and (B) 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,
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unless the material breach shall have been cured within 360 days following the
earlier of the date of discovery of such material breach and the date of receipt
of the Guarantor reject transmittal form with respect to such Trust Student
Loan, Xxxxxx Xxx shall purchase such Trust Student Loan not later than the
sixtieth day following the end of such 360-day period. Xxxxxx Mae shall also
remit as provided in Section 2.6 of the Administration Agreement on the date of
purchase of any Trust Student Loan pursuant to this Section 6 an amount equal to
all non-guaranteed interest amounts and forfeited Interest Subsidy Payments and
Special Allowance Payments with respect to such Trust Student Loan. In
consideration of the purchase of any such Trust Student Loan pursuant to this
Section 6, Xxxxxx Xxx shall remit the Purchase Amount in the manner specified in
Section 2.6 of the Administration Agreement.
In addition, if any breach of Section 5(A) and (B) hereof by Xxxxxx Mae
does not trigger such purchase obligation but does result in the refusal by a
Guarantor to guarantee all or a portion of the accrued interest (or any
obligation of Funding to repay such interest to a Guarantor), or the loss
(including any obligation of Funding to repay the Department) of Interest
Subsidy Payments and Special Allowance Payments, with respect to any Trust
Student Loan affected by such breach, then Xxxxxx Xxx shall reimburse Funding by
remitting an amount equal to the sum of all such non-guaranteed interest amounts
and such forfeited Interest Subsidy Payments or Special Allowance Payments in
the manner specified in Section 2.6 of the Administration Agreement not later
than (i) the last day of the next Collection Period ending not less than 60 days
from the date of the Guarantor's refusal to guarantee all or a portion of
accrued interest or loss of Interest Subsidy Payments or Special Allowance
Payments, or (ii) in the case where Xxxxxx Mae reasonably believes such losses
are likely to be collected, not later than the last day of the next Collection
Period ending not less than 360 days from the date of the Guarantor's refusal to
guarantee all or a portion of accrued interest or loss of Interest Subsidy
Payments or Special Allowance Payments. At the time such payment is made, Xxxxxx
Xxx shall not be required to reimburse Funding for interest that is then
capitalized, however, such amounts shall be reimbursed if the borrower
subsequently defaults and such capitalized interest is not paid by the
Guarantor.
Anything in this Section 6 to the contrary notwithstanding, if as of
the last Business Day of any month the aggregate outstanding principal amount of
Trust Student Loans with respect to which claims have been filed with and
rejected by a Guarantor or with respect to which the Servicer determines that
claims cannot be filed pursuant to the Higher Education Act as a result of a
breach by Xxxxxx Mae or the Servicer, exceeds 1% of the Pool Balance, Xxxxxx Xxx
(and the Servicer as provided in the Servicing Agreement) shall purchase, within
30 days of a written request of the Eligible Lender Trustee or the Indenture
Trustee, such affected Trust Student Loans in an aggregate principal amount such
that after such purchase the aggregate principal amount of such affected Trust
Student Loans is less than 1% of the Pool Balance. The Trust Student Loans to be
purchased by Xxxxxx Mae and the Servicer pursuant to the preceding sentence
shall be based on the date of claim rejection (or the date of notice referred to
in the first sentence of this Section 6) with Trust Student Loans with the
earliest such date to be purchased first.
In lieu of repurchasing Trust Student Loans pursuant to this Section 6,
Xxxxxx Xxx may, at its option, substitute Eligible Loans or arrange for the
substitution of Eligible Loans which are substantially similar on an aggregate
basis as of the date of substitution to the Trust Student Loans for which they
are being substituted with respect to the following characteristics:
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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, Xxxxxx
Xxx shall make a reasonable determination that the Eligible Loans to be
substituted will not have a material adverse effect on the Noteholders.
In the event that Xxxxxx Mae elects to substitute Eligible Loans
pursuant to this Section 6, Xxxxxx Xxx will remit to the Administrator the
amount of any shortfall between the Purchase Amount of the substituted Eligible
Loans and the Purchase Amount of the Trust Student Loans for which they are
being substituted. Xxxxxx Mae shall also remit to the Administrator an amount
equal to all non-guaranteed interest amounts and forfeited Interest Subsidy
Payments and Special Allowance Payments with respect to the Trust Student Loans
in the manner provided in Section 2.6 of the Administration Agreement. The sole
remedy of Funding, the Eligible Lender Trustee and the Noteholders with respect
to a breach by Xxxxxx Xxx pursuant to Section 5(A) and (B) hereof shall be to
require Xxxxxx Mae to purchase Trust Student Loans, to reimburse Funding as
provided above or to substitute Student Loans pursuant to this Section. The
Eligible Lender Trustee shall have no duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the purchase of
any Trust Student Loan or the reimbursement for any interest penalty pursuant to
this Section 6.
SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS
(A) Any payment received by Xxxxxx Xxx with respect to amounts
accrued after the Date of the Xxxx of Sale for any Loan sold to
Funding, which payment is not reflected in the Loan Transmittal Summary
Form, shall be received by Xxxxxx Xxx in trust for the account of
Funding and Xxxxxx Mae hereby disclaims any title to or interest in any
such amounts. Within two (2) Business Days following the date of
receipt, Xxxxxx Xxx shall remit to Funding an amount equal to any such
payments along with a listing on a form provided by Funding identifying
the Loans with respect to which such payments were made, the amount of
each such payment and the date each such payment was received.
(B) Any written communication received at any time by Xxxxxx Mae
with respect to any Loan subject to this Purchase Agreement shall be
transmitted by Xxxxxx Xxx to Servicer within two (2) Business Days of
receipt. Such communications shall include,
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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 these Master Terms.
(i) Xxxxxx Xxx shall indemnify, defend and hold harmless
Funding and the Interim Eligible Lender Trustee in its
individual capacity and their officers, directors, employees
and agents from and against any taxes that may at any time be
asserted against any such Person with respect to the
transactions contemplated herein and in the other Basic
Documents (except any such income taxes arising out of fees
paid to the Interim Eligible Lender Trustee), including any
sales, gross receipts, general corporation, tangible and
intangible personal property, privilege or license taxes (but,
in the case of Funding, not including any taxes asserted with
respect to, and as of the date of, the sale of the Loans to
the Interim Eligible Lender Trustee on behalf of Funding, or
asserted with respect to ownership of the Trust Student Loans)
and costs and expenses in defending against the same.
(ii) Xxxxxx Xxx shall indemnify, defend and hold harmless
Funding and the Interim Eligible Lender Trustee in its
individual capacity, and the officers, directors, employees
and agents of Funding, and the Interim Eligible Lender Trustee
from and against any and all costs, expenses, losses, claims,
damages and liabilities arising out of, or imposed upon such
Person through, Xxxxxx Mae's willful misfeasance, bad faith or
gross negligence in the performance of its duties under these
Master Terms, or by reason of reckless disregard of its
obligations and duties under these Master Terms.
(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 these Master Terms, 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,
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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 9 shall survive the resignation or
removal of the Interim Eligible Lender Trustee and the termination of these
Master Terms, and shall include reasonable fees and expenses of counsel and
expenses of litigation. If Xxxxxx Xxx shall have made any indemnity payments
pursuant to this Section and the Person to or on behalf of whom such payments
are made thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to Xxxxxx Mae, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF
XXXXXX XXX
Any Person (a) into which Xxxxxx Mae may be merged or consolidated, (b)
which may result from any merger or consolidation to which Xxxxxx Xxx shall be a
party or (c) which may succeed to the properties and assets of Xxxxxx Mae
substantially as a whole, shall be the successor to Xxxxxx Xxx without the
execution or filing of any document or any further act by any of the parties to
these Master Terms; 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 these Master 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 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
14
shall not limit in any way Xxxxxx Mae's obligations under Section 6). Xxxxxx Xxx
shall not be under any obligation to appear in, prosecute or defend any legal
action that shall not be incidental to its obligations under these Master Terms
or any Purchase Agreement, and that in its opinion may involve it in any expense
or liability. Except as provided herein, the repurchase (or substitution) and
reimbursement obligations of Xxxxxx Mae will constitute the sole remedy
available to Funding for uncured breaches; provided, however, that the
information with respect to the Loans listed on the Xxxx of Sale may be adjusted
in the ordinary course of business subsequent to the date of the Xxxx of Sale
and to the extent that the aggregate Principal Balance of the Loans listed on
the Xxxx of Sale is less than the aggregate Principal Balance stated on the Xxxx
of Sale, Xxxxxx Xxx shall remit such amount to the Interim Eligible Lender
Trustee, for the benefit of and on behalf of Funding. Such reconciliation
payment shall be made from time to time but no less frequently than
semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER
Notwithstanding anything contained herein to the contrary, these Master
Terms and any Purchase Agreement have been signed by Chase Manhattan Bank USA,
National Association, not in its individual capacity but solely in its capacity
as Interim Eligible Lender Trustee for Funding and in no event shall Chase
Manhattan Bank USA, National Association in its individual capacity have any
liability for the representations, warranties, covenants, agreements or other
obligations of Funding, under these Master Terms or any Purchase Agreement or in
any of the certificates, notices or agreements delivered pursuant hereto, as to
all of which recourse shall be had solely to the assets of Funding.
SECTION 13. EXPENSES
Except as otherwise provided herein, each party to these Master Terms
or any Purchase Agreement shall pay its own expense incurred in connection with
the preparation, execution and delivery of these Master Terms and any Purchase
Agreement and the transactions contemplated herein or therein.
SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION
All covenants, agreements, representations and warranties made herein
and in or pursuant to any Purchase Agreements executed pursuant to these Master
Terms shall survive the consummation of the purchase of the Loans provided for
in each Purchase Agreement. All covenants, agreements, representations and
warranties made or furnished pursuant hereto by or on behalf of Xxxxxx Xxx shall
bind and inure to the benefit of any successors or assigns of Funding and shall
survive with respect to each Loan. Each Purchase Agreement supersedes all
previous agreements and understandings between Funding and Xxxxxx Mae with
respect to the subject matter thereof. These Master Terms and any Purchase
Agreement may be changed, modified or discharged, and any rights or obligations
hereunder may be waived, only by a written instrument signed by a duly
authorized officer of the party against whom enforcement of any such waiver,
change, modification or discharge is sought. The waiver by Funding of any
covenant, agreement, representation or warranty required to be made or furnished
by Xxxxxx Xxx or the waiver by Funding of any provision herein contained or
contained in any Purchase Agreement shall not be deemed to be a waiver of any
breach of any other covenant, agreement,
15
representation, warranty or provision herein contained, nor shall any waiver or
any custom or practice which may evolve between the parties in the
administration of the terms hereof or of any Purchase Agreement, be construed to
lessen the right of Funding to insist upon the performance by Xxxxxx Mae in
strict accordance with said terms.
SECTION 15. COMMUNICATION AND NOTICE REQUIREMENTS
All communications, notices and approvals provided for hereunder shall
be in writing and mailed or delivered to Xxxxxx Xxx or Funding, as the case may
be, addressed as set forth in the Purchase Agreement or at such other address as
either party may hereafter designate by notice to the other party. Notice given
in any such communication, mailed to Xxxxxx Mae or Funding by appropriately
addressed registered mail, shall be deemed to have been given on the day
following the date of such mailing.
SECTION 16. FORM OF INSTRUMENTS
All instruments and documents delivered in connection with these Master
Terms and any Purchase Agreement, and all proceedings to be taken in connection
with these Master Terms and any Purchase Agreement and the transactions
contemplated herein and therein, shall be in a form as set forth in the
attachments hereto, and Funding shall have received copies of such documents as
it or its counsel shall reasonably request in connection therewith. Any
instrument or document which is substantially in the same form as an Attachment
hereto or a recital herein will be deemed to be satisfactory as to form.
SECTION 17. AMENDMENT
These Master Terms and any Purchase Agreement may be amended by the
parties thereto without the consent of the related Noteholders for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of such Master Terms and Purchase Agreements or of modifying in any
manner the rights of such Noteholders; provided that such action will not, in
the opinion of counsel satisfactory to the related Indenture Trustee, materially
and adversely affect the interest of any such Noteholder.
In addition, these Master Terms and any Purchase Agreement may also be
amended from time to time by Xxxxxx Xxx, the Interim Eligible Lender Trustee and
Funding, with the consent of the Noteholders of Notes evidencing a majority of
the Outstanding Amount of the Notes, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of these Master
Terms or any Purchase Agreements or of modifying in any manner the rights of the
Noteholders; provided, however, that no such amendment shall (a) increase or
reduce in any manner the amount of, or accelerate or delay the time of,
collections of payments with respect to Loans or distributions that shall be
required to be made for the benefit of the Noteholders or (b) reduce the
aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of
which are required to consent to any such amendment, without the consent of all
outstanding Noteholders.
Promptly after the execution of any such amendment or consent (or, in
the case of the Rating Agencies, five Business Days prior thereto), the Interim
Eligible Lender Trustee shall
16
furnish written notification of the substance of such amendment or consent to
the Indenture Trustee and each of the Rating Agencies.
It shall not be necessary for the consent of Noteholders pursuant to
this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof.
Prior to the execution of any amendment to these Master Terms, the
Interim Eligible Lender Trustee shall be entitled to receive and rely upon an
Opinion of Counsel stating that execution of such amendment is authorized or
permitted by these Master Terms 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 these Master Terms or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Terms Xxxxxx Mae
and the Interim Eligible Lender Trustee shall not acquiesce, petition or
otherwise invoke or cause Funding to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
Funding under any Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignees, trustee, custodian, sequestrator
or other similar official of Funding or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Funding.
SECTION 19. GOVERNING LAW
These Master Terms and any Purchase Agreement shall be 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.
17
IN WITNESS WHEREOF, the parties hereto have caused these Master Terms
to be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
STUDENT LOAN MARKETING ASSOCIATION SLM FUNDING LLC
(Seller) (Purchaser)
By: /s/ XXXXXXX X. XXXXXXX By: /s/ XXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, not in its
individual capacity but solely as
Interim Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
18
ATTACHMENT A
PURCHASE AGREEMENT
Dated as of October 30, 2003
PURCHASE AGREEMENT NUMBER 1
Xxxxxx Xxx hereby offers for sale to Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of SLM
Funding LLC ("Funding") under the Interim Trust Agreement dated as of October 1,
2003 between Funding and the Interim Eligible Lender Trustee, the entire right,
title and interest of Xxxxxx Xxx in the Loans described in the Xxxx of Sale and
Loan Transmittal Summary Form incorporated herein and, to the extent indicated
below, the Interim Eligible Lender Trustee for the benefit of Funding accepts
Xxxxxx Mae's offer. In order to qualify as Eligible Loans, no payment of
principal or interest shall be more than two hundred and ten (210) days
Delinquent as of the Cutoff Date which date shall be October 6, 2003.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Xxxxx, Xxxxxx Mae hereby sells to the
Interim Eligible Lender Trustee for the benefit of Funding the entire right,
title and interest of Xxxxxx Xxx in the Loans accepted for purchase, subject to
all the terms and conditions of the Purchase Agreement Master Securitization
Terms Number 1000 (the "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 $2,001,426,824 equal to
$1,177,356,429 (representing the sale price of the Floating Rate Notes less
underwriters' commissions and fees), plus $843,396,769 (representing the sale
price of the Reset Rate Notes less initial purchasers' commissions and fees),
less $5,013,374 (representing the Reserve Account Initial Deposit), less
$14,250,000 (representing the Capitalized Interest Account Initial Deposit), and
less $63,000,000 (representing the Interest Rate Cap Agreement Upfront Payment).
This document shall constitute a Purchase Agreement as referred to in
the Master Terms and, except as modified herein, each term used herein shall
have the same meaning as in the Master Terms. All references in the Master Terms
to Loans or Eligible Loans shall be deemed to refer to the Loans governed by
this Purchase Agreement. Xxxxxx Xxx hereby makes, as of the date hereof, all the
representations and warranties contained in the Master Terms and makes such
representations and warranties with respect to the Loans governed by this
Purchase Agreement.
Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the
benefit of Funding to use a copy of the Xxxx of Sale, including the Loan
Transmittal Summary Form attached to the Xxxx of Sale (in lieu of OE Form 1074),
as official notification to the Guarantor of assignment to the Interim Eligible
Lender Trustee on behalf of Funding of the Loans on the date of purchase.
The parties hereto intend that the transfer of Loans described in the
Xxxx of Sale and Loan Transmittal Summary Form be, and be construed as, a valid
sale of such Loans from Xxxxxx Mae to the Interim Eligible Lender Trustee for
the benefit of Funding. However, in the event that notwithstanding the intention
of the parties, such transfer is deemed to be a transfer for security,
1
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.
2
IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement Number 1 to be duly executed by their respective officers hereunto
duly authorized, as of the day and year first above written.
STUDENT LOAN MARKETING
ASSOCIATION (Seller)
By: ___________________________
Name: _________________________
Title: ________________________
SLM FUNDING LLC
(Purchaser)
By: __________________________
Name: ________________________
Title: _______________________
CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Interim
Eligible Lender Trustee
By: _____________________________
Name: ___________________________
Title: __________________________
3
PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED OCTOBER 30, 2003
Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this
instrument, hereby endorses the attached promissory note which is one (1) of the
promissory notes (the "Notes") 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 LLC ("Funding"). This
endorsement is in blank, unrestricted form and without recourse except as
provided in Section 6 of the Master Terms referred to in the Purchase Agreement
among Xxxxxx Xxx, Funding and the Interim Eligible Lender trustee which covers
the promissory note.
This endorsement may be effected by attaching either this instrument or
a facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, Xxxxxx Mae agrees to individually
endorse each Note in the form provided by Funding as Funding may from time to
time require or if such individual endorsement is required by the Guarantor of
the Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE
AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS
READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS
OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON
FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER
TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE
EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE.
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
Student Loan Marketing Association
00000 Xxxxxx Xxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Lender Code: ____________________
By: _____________________________
Name: ___________________________
Title: __________________________
PURCHASER
Chase Manhattan Bank USA, National Association,
not in its individual capacity but solely as
Interim Eligible Lender Trustee for the benefit
of SLM Funding LLC
By: __________________________________
(Signature of Authorized Signatory
for Purchaser)
Name: ________________________________
Title: _______________________________
Date of Purchase: ____________________
2
XXXX OF SALE DATED OCTOBER 30, 2003
The undersigned ("Xxxxxx Mae"), for value received and pursuant to the
terms and conditions of Purchase Agreement Number 1 (the "Purchase Agreement")
among SLM Funding LLC ("Funding"), and Chase Manhattan Bank USA, National
Association, as Interim Eligible Lender Trustee for the benefit of Funding under
the Interim Trust Agreement dated as of October 1, 2003 between Funding and the
Interim Eligible Lender Trustee, does hereby sell, assign and convey to the
Interim Eligible Lender Trustee for the benefit of Funding and its assignees all
right, title and interest of Xxxxxx Xxx, including the insurance interest of
Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et
seq.), in the Loans identified herein which the Interim Eligible Lender Trustee
for the benefit of Funding has accepted for purchase. The portfolio accepted for
purchase by the Interim Eligible Lender Trustee for the benefit of Funding and
the effective date of sale and purchase are described below and the individual
accounts are listed on the Schedule A attached hereto.
Xxxxxx Xxx hereby makes the representations and warranties set forth in
Section 5 of the Purchase Agreement Master Securitization Terms Number 1000
incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the
Interim Eligible Lender Trustee on behalf of Funding to use a copy of this
document (in lieu of OE Form 1074) as official notification to the Guarantor(s)
of assignment to the Interim Eligible Lender Trustee for the benefit of Funding
of the Loans on the date of purchase.
LISTING OF LOANS ON FOLLOWING PAGE
1
CERTAIN OTHER LOAN CRITERIA
- Not in claims status, not previously rejected
- Not in litigation
- Last disbursement is greater than 120 days from cutoff date
- Loan is not swap-pending
* Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward
or downward based upon Funding's reconciliation.
** Includes interest to be capitalized.
2
GUARANTOR(s):
American Student Assistance
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
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 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.
3
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
Student Loan Marketing Association
00000 Xxxxxx Xxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Lender Code: ____________________
By: _____________________________
Name: ___________________________
Title: __________________________
PURCHASER
Chase Manhattan Bank USA, National Association,
not in its individual capacity but solely as
Interim Eligible Lender Trustee for the benefit
of SLM Funding LLC
By: ___________________________________________
(Signature of Authorized Signatory for
Purchaser)
Name: _________________________________________
Title: ________________________________________
4
