EXHIBIT 99.1
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000 ("Master
Terms") dated as of July 22, 2003 among SLM Funding LLC ("Funding"), Chase
Manhattan Bank USA, National Association, not in its individual capacity but
solely as Interim Eligible Lender Trustee (the "Interim Eligible Lender
Trustee") for the benefit of Funding under the Interim Trust Agreement dated as
of July 1, 2003 among Funding, the Interim Eligible Lender Trustee, and Student
Loan Marketing Association ("Xxxxxx Xxx"), shall be effective upon execution by
the parties hereto. References to Funding herein mean the Interim Eligible
Lender Trustee for all purposes involving the holding or transferring of legal
title to the Eligible Loans.
WHEREAS, Xxxxxx Mae is the owner of certain student loans guaranteed under
the Higher Education Act;
WHEREAS, Xxxxxx Xxx may desire to sell its interest in such loans from time
to time and Funding may desire to purchase such loans from Xxxxxx Mae;
WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal title
to, and serve as eligible lender trustee with respect to, such loans on behalf
of Funding;
NOW, THEREFORE, in connection with the mutual promises contained herein,
the parties hereto agree as follows:
SECTION 1. TERMS
These Master Terms establish the terms under which Xxxxxx Xxx may sell and
Funding (and with respect to legal title, the Interim Eligible Lender Trustee on
behalf of Funding) may purchase the Loans (and all obligations of the Borrowers
thereunder) specified on each Purchase Agreement as the parties may execute from
time to time pursuant to these Master Terms. Each such Purchase Agreement shall
be substantially in the form of Attachment A hereto, incorporating by reference
the terms of these Master Terms, and shall be a separate agreement among Xxxxxx
Mae, Funding, and the Interim Eligible Lender Trustee on behalf of Funding with
respect to the Loans covered by the terms of such Purchase Agreement. If the
terms of a Purchase Agreement conflict with the terms of these Master Terms, the
terms of such Purchase Agreement shall supersede and govern.
SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein shall have the
definitions set forth in Appendix A hereto.
For purposes hereof:
(A) "Account" means all of the Eligible Loans hereunder of one (1)
Borrower that are of the same Loan type made under the identical subsection
of the Higher Education Act and in the same status.
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(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 May 26, 2003 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) "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 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 Consolidation Loan;
(ii) is owned by Xxxxxx Mae and is fully disbursed;
(iii) is guaranteed as to principal and interest by the applicable
Guarantor to the maximum extent permitted by the Higher Education
Act for such Loan;
(iv) bears interest at a stated rate of not less than the maximum
rate permitted under the Higher Education Act for such Loan;
(v) is eligible for the payment of the quarterly special
allowance at the full and undiminished rate established under the
formula set forth in the Higher Education Act for such Loan;
(vi) if not yet in repayment status, is eligible for the payment
of interest benefits by the Secretary or, if not so eligible, is
a Loan for which interest either is billed quarterly to Borrower
or deferred until commencement of the repayment period, in which
case such accrued interest is subject to capitalization to the
full extent permitted by the applicable Guarantor;
(vii) is supported by the following documentation:
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(a) for each Loan:
1. loan application, and any supplement thereto,
2. original promissory note and any addendum
thereto (or the electronic records evidencing
the same),
3. evidence of guarantee,
4. any other document and/or record which Funding
may be required to retain pursuant to
Regulations; and
(b) for each Loan only if applicable:
1. payment history (or similar document) including
(i) an indication of the Principal Balance and
the date through which interest has been paid,
each as of the Cutoff Date and (ii) an
accounting of the allocation of all payments by
Borrower or on Borrower's behalf to principal
and interest on the Loan,
2. documentation which supports periods of current
or past deferment or past forbearance,
3. a collection history, if the Loan was ever in a
delinquent status, including detailed summaries
of contacts and including the addresses or
telephone numbers used in contacting or
attempting to contact Borrower and any endorser
and, if required by the Guarantor, copies of all
letters and other correspondence relating to due
diligence processing,
4. evidence of all requests for skip-tracing
assistance and current address of Borrower, if
located,
5. evidence of requests for pre-claims assistance,
and evidence that the Borrower's school(s) have
been notified,
6. a record of any event resulting in a change to
or confirmation of any data in the Loan file.
(H) "Excess Distribution Certificate" means the certificate,
substantially in the form of Exhibit C to the Trust Agreement, evidencing
the right to receive payments thereon as set forth in Sections 2.7C.14,
2.8.1D, 2.8.2B.2 and 2.8.3B.4 of the Administration Agreement.
(I) "Initial Payment" means the dollar amount specified in the
applicable Purchase Agreement.
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(J) "Loan" means the Note or Notes offered for sale pursuant to the
Purchase Agreement and related documentation together with any guaranties
and other rights relating thereto including, without limitation, Interest
Subsidy Payments and Special Allowance Payments.
(K) "Loan Transmittal Summary Forms" means the forms provided to Xxxxxx
Xxx by Funding and completed by Xxxxxx Mae which list, by Borrower, the
Loans subject to the Xxxx of Sale and the outstanding Principal Balance and
accrued interest thereof as of the Cutoff Date.
(L) "Note" means the promissory note of the Borrower and any amendment
thereto evidencing the Borrower's obligation with regard to a student loan
guaranteed under the Higher Education Act.
(M) [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 Funding's receipt from Xxxxxx Xxx of
the Xxxx of Sale and the
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payment by Funding to Xxxxxx Xxx of the Initial Payment and the assignment
to Xxxxxx Mae of the Excess Distribution Certificate, and when consummated
such sale and purchase shall be effective as of the date of the Xxxx of
Sale. Xxxxxx Mae and Funding shall use their best efforts to perform
promptly their respective obligations pursuant to such Purchase Agreement.
(B) Settlement of the Initial Payment
Funding on the date of the Xxxx of Sale shall pay Xxxxxx 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 Closing 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 Closing 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 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 executed by an authorized officer of Xxxxxx
Mae, covering Loans offered by Xxxxxx Xxx and accepted by Funding
as set forth thereon, selling, assigning and conveying to the
Interim Eligible Lender Trustee on behalf of Funding and its
assignees all right, title and interest of Xxxxxx Mae, including
the insurance interest of Xxxxxx Xxx, in each of the Loans, and
stating that the representations and warranties made by Xxxxxx
Mae in Section 5 of these Master Terms are true and correct on
and as of the date of the Xxxx of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the Xxxx of
Sale, identifying each of the Eligible Loans which is the subject of
the Xxxx of Sale and setting forth the unpaid Principal Balance of
each such Loan.
(D) Endorsement
Xxxxxx Mae shall provide a blanket endorsement transferring the
entire interest of Xxxxxx Xxx in the Loans to the Interim Eligible Lender
Trustee on behalf of Funding with the form of endorsement provided for in
the Purchase Agreement.
At the direction of and in such form as Funding may designate,
Xxxxxx Mae also agrees to individually endorse any Eligible Loan as Funding
may request from time to time.
(E) Officer's Certificate
Xxxxxx Xxx shall furnish to Funding, with each Xxxx of Sale provided
in connection with each purchase of Loans pursuant to these Master Terms,
an Officer's Certificate, dated as of the date of such Xxxx of Sale.
(F) Loan Transfer Statement
Upon Funding's request, Xxxxxx Mae shall deliver to Funding one (1)
or more Loan Transfer Statements (Department of Education Form OE 1074 or
its equivalent) provided by Funding, executed by Xxxxxx Xxx and dated the
date of the Xxxx of Sale. Xxxxxx Xxx agrees that Funding and the Interim
Eligible Lender Trustee may use the Xxxx of Sale, including the Loan
Transmittal Summary Form attached to the Xxxx of Sale, in 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) This Agreement creates a valid and continuing security
interest (as defined in the applicable UCC) in the Loans in favor of
the Eligible Lender Trustee, which security interest is prior to all
other security interests, liens, charges, claims, offsets, defenses,
counterclaims or encumbrances, and is enforceable as such as against
creditors of and purchasers from the Interim Eligible Lender Trustee
and the Seller;
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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 to the sale of the Loans hereunder to the Eligible Lender
Trustee;
(viii) Each Loan has been duly made and serviced in accordance with
the provisions of the Federal Family Education Loan Program
established under the Higher Education Act, and has been duly
insured by a Guarantor; such guarantee is in full force and effect
and is freely transferable to the Interim Eligible Lender Trustee on
behalf of Funding as an incident to the purchase of each Loan; and
all premiums due and payable to such Guarantor shall have been paid
in full as of the date of the Xxxx of Sale;
(ix) Any payments on the Loans received by Xxxxxx Xxx which have
been allocated to reduction of principal and interest on such Loans
have been allocated on a simple interest basis; the information with
respect to the Loans as of the Cutoff Date as stated on the Loan
Transmittal Summary Form is true and correct;
(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 promissory note evidencing each Loan.
For Loans that were executed electronically, the Servicer has
possession of the electronic records evidencing the promissory note.
The Eligible Lender Trustee has in its possession a copy of the
endorsement and Loan Transmittal Summary Form identifying the Notes
that constitute or evidence the Loans. The Notes that constitute or
evidence the Loans do not have any marks or notations indicating
that they have been pledged, assigned or otherwise conveyed to any
Person other than the Eligible Lender Trustee. All financing
statements filed or to be filed against the Interim Eligible Lender
Trustee and the Seller in favor of the Eligible Lender Trustee in
connection herewith describing the Loans contain a statement to the
following effect: "A purchase of or security interest in any
collateral described in this financing statement will violate the
rights of the Eligible Lender Trustee;"
(xvii) Other than the security interest granted to the Eligible
Lender Trustee pursuant to this Agreement, the Seller and the
Interim Eligible Lender Trustee 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 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
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breach shall have been cured within 360 days following the earlier of the date
of discovery of such material breach and the date of receipt of the Guarantor
reject transmittal form with respect to such Trust Student Loan, Xxxxxx Xxx
shall purchase such Trust Student Loan not later than the sixtieth day following
the end of such 360-day period. Xxxxxx Mae shall also remit as provided in
Section 2.6 of the Administration Agreement on the date of purchase of any Trust
Student Loan pursuant to this Section 6 an amount equal to all non-guaranteed
interest amounts and forfeited Interest Subsidy Payments and Special Allowance
Payments with respect to such Trust Student Loan. In consideration of the
purchase of any such Trust Student Loan pursuant to this Section 6, Xxxxxx Xxx
shall remit the Purchase Amount in the manner specified in Section 2.6 of the
Administration Agreement.
In addition, if any breach of Section 5 hereof by Xxxxxx Mae does not
trigger such purchase obligation but does result in the refusal by a Guarantor
to guarantee all or a portion of the accrued interest (or any obligation of
Funding to repay such interest to a Guarantor), or the loss (including any
obligation of Funding to repay the Department) of Interest Subsidy Payments and
Special Allowance Payments, with respect to any Trust Student Loan affected by
such breach, then Xxxxxx Xxx shall reimburse Funding by remitting an amount
equal to the sum of all such non-guaranteed interest amounts and such forfeited
Interest Subsidy Payments or Special Allowance Payments in the manner specified
in Section 2.6 of the Administration Agreement not later than (i) the last day
of the next Collection Period ending not less than 60 days from the date of the
Guarantor's refusal to guarantee all or a portion of accrued interest or loss of
Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case
where Xxxxxx Mae reasonably believes such losses are likely to be collected, not
later than the last day of the next Collection Period ending not less than 360
days from the date of the Guarantor's refusal to guarantee all or a portion of
accrued interest or loss of Interest Subsidy Payments or Special Allowance
Payments. At the time such payment is made, Xxxxxx Xxx shall not be required to
reimburse Funding for interest that is then capitalized, however, such amounts
shall be reimbursed if the borrower subsequently defaults and such capitalized
interest is not paid by the Guarantor.
Anything in this Section 6 to the contrary notwithstanding, if as of the
last Business Day of any month the aggregate outstanding principal amount of
Trust Student Loans with respect to which claims have been filed with and
rejected by a Guarantor or with respect to which the Servicer determines that
claims cannot be filed pursuant to the Higher Education Act as a result of a
breach by Xxxxxx Xxx or the Servicer, exceeds 1% of the Pool Balance, Xxxxxx Mae
(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 Xxx 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 Mae 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 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, but
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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 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,
15
representation or warranty required to be made or furnished by Xxxxxx Xxx or the
waiver by Funding of any provision herein contained or contained in any Purchase
Agreement shall not be deemed to be a waiver of any breach of any other
covenant, agreement, representation, warranty or provision herein contained, nor
shall any waiver or any custom or practice which may evolve between the parties
in the administration of the terms hereof or of any Purchase Agreement, be
construed to lessen the right of Funding to insist upon the performance by
Xxxxxx Mae in strict accordance with said terms.
SECTION 15. COMMUNICATION AND NOTICE REQUIREMENTS
All communications, notices and approvals provided for hereunder shall be
in writing and mailed or delivered to Xxxxxx Xxx or Funding, as the case may be,
addressed as set forth in the Purchase Agreement or at such other address as
either party may hereafter designate by notice to the other party. Notice given
in any such communication, mailed to Xxxxxx Mae or Funding by appropriately
addressed registered mail, shall be deemed to have been given on the day
following the date of such mailing.
SECTION 16. FORM OF INSTRUMENTS
All instruments and documents delivered in connection with these Master
Terms and any Purchase Agreement, and all proceedings to be taken in connection
with these Master Terms and any Purchase Agreement and the transactions
contemplated herein and therein, shall be in a form as set forth in the
attachments hereto, and Funding shall have received copies of such documents as
it or its counsel shall reasonably request in connection therewith. Any
instrument or document which is substantially in the same form as an Attachment
hereto or a recital herein will be deemed to be satisfactory as to form.
SECTION 17. AMENDMENT
These Master Terms and any Purchase Agreement may be amended by the parties
thereto without the consent of the related Noteholders for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of such Master Terms and Purchase Agreements or of modifying in any manner the
rights of such Noteholders; provided that such action will not, in the opinion
of counsel satisfactory to the related Indenture Trustee, materially and
adversely affect the interest of any such Noteholder.
In addition, these Master Terms and any Purchase Agreement may also be
amended from time to time by Xxxxxx Xxx, the Interim Eligible Lender Trustee and
Funding, with the consent of the Noteholders of Notes evidencing a majority of
the Outstanding Amount of the Notes, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of these Master
Terms or any Purchase Agreements or of modifying in any manner the rights of the
Noteholders; provided, however, that no such amendment shall (a) increase or
reduce in any manner the amount of, or accelerate or delay the time of,
collections of payments 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
this Agreement and the Opinion of Counsel referred to in Section 7.1.I(i) of the
Administration Agreement. The Interim Eligible Lender Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Interim
Eligible Lender Trustee's own rights, duties or immunities under this Agreement
or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Terms Xxxxxx Mae and
the Interim Eligible Lender Trustee shall not acquiesce, petition or otherwise
invoke or cause Funding to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against Funding
under any Federal or state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignees, trustee, custodian, sequestrator or other
similar official of Funding or any substantial part of its property, or ordering
the winding up or liquidation of the affairs of the Funding.
SECTION 19. GOVERNING LAW
These Master Terms and any Purchase Agreement shall be 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 SLM FUNDING LLC
ASSOCIATION (Seller) (Purchaser)
By: /s/ XXXXXXX X. XXXXXXX By: /s/ XXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
18
PURCHASE AGREEMENT
Dated as of July 22, 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 July 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 May 26, 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 $2,468,497,214 equal to
$1,312,648,626 (representing the sale price of the Floating Rate Notes less
underwriters' commissions and fees), PLUS $1,213,870,880 (representing the sale
price of the Reset Rate Notes less initial purchasers' commissions and fees),
LESS $6,269,417 (representing the Reserve Account Initial Deposit), LESS
$19,000,000 (representing the Capitalized Interest Account Initial Deposit),
LESS $32,715,375 (representing the Supplemental Interest Account Initial
Deposit), LESS $32,500 (representing the Remarketing Agents' Upfront Fee payable
on the Interest Rate Cap Agreement) and LESS $5,000 (representing the payment to
the Remarketing Agent on behalf of the Swap Agent under the Remarketing
Agreement).
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
1
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.
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: /s/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SLM FUNDING LLC
(Purchaser)
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, not in
its individual capacity but solely
as Interim Eligible Lender Trustee
By: /s/ XXXX X. XXXXXX
Name: Xxxx X. Xxxxxx
Title: Vice President
3
PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED JULY 22, 2003
Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this
instrument, hereby endorses the attached promissory note which is one (1) of the
promissory notes (the "Notes") describe in the Xxxx of Sale executed by Xxxxxx
Xxx in favor of Chase Manhattan Bank USA, National Association, as the Interim
Eligible Lender Trustee for the benefit of SLM Funding LLC ("Funding"). This
endorsement is in blank, unrestricted form and without recourse except as
provided in Section 6 of the Master Terms referred to in the Purchase Agreement
among Xxxxxx Xxx, Funding and the Interim Eligible Lender trustee which covers
the promissory note.
This endorsement may be effected by attaching either this instrument or a
facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse
each Note in the form provided by Funding as Funding may from time to time
require or if such individual endorsement is required by the Guarantor of the
Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE
AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS
READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS
OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON
FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER
TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE
EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE.
1
IN WITNESS WHEREOF, the parties hereto have caused this Blanket Endorsement
to be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SELLER PURCHASER
Student Loan Marketing Association Chase Manhattan Bank USA, National
11600 Xxxxxx Xxx Drive Association, not in its individual
Xxxxxx, Xxxxxxxx 00000 capacity but solely as Interim Eligible
Lender Trustee for the benefit of SLM
Funding LLC
Lender Code: ------------------
By: /s/ XXXXXXX X. XXXXXXX By: /s/ XXXX X. XXXXXX
(Signature of Authorized Signatory
for Purchaser)
Name: Xxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
Date of Purchase:
---------------
2
XXXX OF SALE DATED JULY 22, 2003
The undersigned ("Xxxxxx Xxx"), 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 July 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
ADDITIONAL LOAN CRITERIA
- Not in claims status, not previously rejected
- Not in litigation
- Last disbursement is greater than 210 days from cutoff date
- Loan is not swap-pending
* Based upon 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
MHEAA Michigan Guaranty Agency
Montana Guaranteed Student Loan Program
New Jersey Higher Education Assistance Authority
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma Guaranteed Student Loan Program
Oregon Student Assistance
Pennsylvania Higher Education Assistance Agency
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
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 PURCHASER
Student Loan Marketing Association Chase Manhattan Bank USA, National
11600 Xxxxxx Xxx Drive Association, not in its individual
Xxxxxx, Xxxxxxxx 00000 capacity but solely as Interim Eligible
Lender Trustee for the benefit of SLM
Funding LLC
Lender Code:
------------------
By: /s/ XXXXXXX X. XXXXXXX By: /s/ XXXX X. XXXXXX
(Signature of Authorized Signatory
for Purchaser)
Name: Xxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Vice President
4
