PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000 ("Master
Terms") dated as of August 2, 2001 among SLM Funding Corporation ("Funding"),
Chase Manhattan Bank USA, National Association, not in its individual capacity
but solely as Interim Eligible Lender Trustee (the "Interim Eligible Lender
Trustee") for the benefit of Funding under the Interim Trust Agreement dated as
of August 1, 2001 between Funding and the Interim Eligible Lender Trustee, and
Student Loan Marketing Association ("Xxxxxx Xxx"), shall be effective upon
execution by the parties hereto. References to Funding herein mean the Interim
Eligible Lender Trustee for all purposes involving the holding or transferring
of legal title to the Eligible Loans.
WHEREAS, Xxxxxx Mae is the owner of certain student loans guaranteed under the
Higher Education Act;
WHEREAS, Xxxxxx Xxx may desire to sell its interest in such loans from time to
time and Funding may desire to purchase such loans from Xxxxxx Mae;
WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal title
to, and serve as eligible lender trustee with respect to, such loans on behalf
of Funding;
NOW, THEREFORE, in connection with the mutual promises contained herein, the
parties hereto agree as follows:
SECTION 1. TERMS
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These Master Terms establish the terms under which Xxxxxx Xxx may sell and
Funding (and with respect to legal title, the Interim Eligible Lender Trustee on
behalf of Funding) may purchase the Loans (and all obligations of the Borrowers
thereunder) specified on each Purchase Agreement as the parties may execute from
time to time pursuant to these Master Terms. Each such Purchase Agreement shall
be substantially in the form of Attachment A hereto, incorporating by reference
the terms of these Master Terms, and shall be a separate agreement among Xxxxxx
Mae, Funding, and the Interim Eligible Lender Trustee on behalf of Funding with
respect to the Loans covered by the terms of such Purchase Agreement. If the
terms of a Purchase Agreement conflict with the terms of these Master Terms, the
terms of such Purchase Agreement shall supersede and govern.
SECTION 2. DEFINITIONS
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Capitalized terms used but not otherwise defined herein shall have the
definitions set forth in Appendix A hereto.
For purposes hereof:
(A) "Account" means all of the Eligible Loans hereunder of one (1) Borrower
that are of the same Loan type made under the identical subsection of the
Higher Education Act and in the same status.
(B) "Xxxx of Sale" means that document executed by an authorized officer of
Xxxxxx Mae which shall set forth the Loans offered by Xxxxxx Xxx and
accepted for purchase by the Interim Eligible Lender Trustee for the
benefit of Funding and which shall sell, assign and convey to the Interim
Eligible Lender Trustee for the benefit of Funding and its assignees all
rights, title and interest of Xxxxxx Mae in the Loans listed on the Xxxx of
Sale and will certify that the representations and warranties made by
Xxxxxx Mae pursuant to Section 5(A) of these Master Terms are true and
correct.
(C) "Borrower" means the obligor on a Loan.
(D) "Consolidation Loan" means a Loan made pursuant to and in full compliance
with Section 428C of the Higher Education Act.
(E) "Cutoff Date" means June 25, 2001 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 Xxxxxxxx Loan, and is not a Consolidation Loan, a PLUS Loan or
an SLS 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;
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(v) is eligible for the payment of the quarterly special allowance at the
full and undiminished rate established under the formula set forth in
the Higher Education Act for such Loan;
(vi) if not yet in repayment status, is eligible for the payment of
interest benefits by the Secretary or, if not so eligible, is a Loan
for which interest either is billed quarterly to Borrower or deferred
until commencement of the repayment period, in which case such
accrued interest is subject to capitalization to the full extent
permitted by the applicable Guarantor;
(vii) is supported by the following documentation:
(a) for each Loan:
1. loan application, and any supplement thereto,
2. original promissory note and any addendum thereto or a
certified copy thereof if more than one loan is represented
by a single promissory note and all loans so represented are
not being sold at the same time,
3. evidence of guarantee,
4. any other document and/or record which Funding may be
required to retain pursuant to Regulations; and
(b) for each Loan only if applicable:
1. payment history (or similar document) including (i) an
indication of the Principal Balance and the date through
which interest has been paid, each as of the Cutoff Date and
(ii) an accounting of the allocation of all payments by
Borrower or on Borrower's behalf to principal and interest
on the Loan,
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
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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 2.8.1C.1(F)(ii) and
2.8.2B.2 of the Administration Agreement.
(I) "Initial Payment" means the dollar amount specified in the applicable
Purchase Agreement.
(J) "Loan" means the Note or Notes offered for sale pursuant to the Purchase
Agreement and related documentation together with any guaranties and other
rights relating thereto including, without limitation, Interest Subsidy
Payments and Special Allowance Payments.
(K) "Loan Transmittal Summary Forms" means the forms provided to Xxxxxx Mae by
Funding and completed by Xxxxxx Xxx which list, by Borrower, the Loans
subject to the Xxxx of Sale and the outstanding Principal Balance and
accrued interest thereof as of the Cutoff Date.
(L) "Note" means the promissory note of the Borrower and any amendment thereto
evidencing the Borrower's obligation with regard to a student loan
guaranteed under the Higher Education Act.
(M) "PLUS Loan" means a Loan which was made pursuant to the PLUS Program
established under Section 428B of the Higher Education Act (or predecessor
provisions).
(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).
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(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, the Excess Distribution
Certificate and any amounts payable to Xxxxxx Xxx under section 3(E)
hereof.
(Q) "Sale Agreement" means the Sale Agreement Master Securitization Terms
Number 1000 among SLM Funding Corporation as Seller, Chase Manhattan Bank
USA, National Association as Interim Eligible Lender Trustee and Eligible
Lender Trustee.
(R) "Secretary" means the United States Secretary of Education or any
successor.
(S) "SLS Loan" means a Loan which was made pursuant to the Supplemental Loans
for Students Program established under Section 428A of the Higher Education
Act (or predecessor provisions), including Loans referred to as ALAS Loans
or Student PLUS Loans.
(T) "Xxxxxxxx Loans" mean Subsidized Xxxxxxxx Loans and Unsubsidized Xxxxxxxx
Loans.
(U) "Subsidized Xxxxxxxx Loan" means a Loan for which the interest rate is
governed by Section 427A(a) or 427A(d) of the Higher Education Act.
(V) "Unsubsidized Xxxxxxxx Loan" means a Loan made pursuant to Section 428H of
the Higher Education Act.
SECTION 3. SALE/PURCHASE
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(A) Consummation of Sale and Purchase
The sale and purchase of Eligible Loans pursuant to a Purchase Agreement shall
be consummated upon Funding's receipt from Xxxxxx Mae of the Xxxx of Sale and
the payment by Funding to Xxxxxx Mae of the Initial Payment and the assignment
to Xxxxxx Xxx 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
Xxx and Funding shall use their best efforts to perform promptly their
respective obligations pursuant to such Purchase Agreement.
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(B) Settlement of the Initial Payment
Funding on the date of the Xxxx of Sale shall pay Xxxxxx Xxx the Initial
Payment by wire transfer of immediately available funds to the account specified
by Xxxxxx Mae.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
On the Closing Date, Xxxxxx Xxx shall be entitled to all Interest Subsidy
Payments and Special Allowance Payments on the Loans and shall be responsible
for the payment of any rebate fees applicable to the Consolidation Loans subject
to each Xxxx of Sale accruing up to but not including the Closing Date. The
Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all
Special Allowance Payments and Interest Subsidy Payments and shall be
responsible for the payment of any rebate fees accruing from the 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.
(E) Additional Payments
If the Trust Student Loans are purchased by Funding pursuant to Section 6.1A
of the Administration Agreement, Funding shall pay to Xxxxxx Mae the present
value of the excess of the projected future yield on the Trust Student Loans
after the date of such purchase over the projected cost to Funding of carrying
the Trust Student Loans as reasonably estimated by Funding assuming (1) that
interest rates applicable to the Trust Student Loans in effect on the date of
such purchase remain in effect, (2) that the cost to Funding of carrying the
Trust Student Loans is equal to the blended rate on the Notes on the date of
such purchase, (3) that the servicing costs and loss experience applicable to
the Trust Student Loans during the one year period preceding such purchase
continue during the remaining life of the Trust Student Loans and (4) a discount
rate equal to the blended rate on the Notes on the date of such purchase. If the
Trust Student Loans are sold pursuant to the auction provision in Section 4.4 of
the Indenture, Funding shall pay to Xxxxxx Xxx the amount, if any, by which the
sale price exceeds the Minimum Purchase Amount and any costs of terminating the
Trust. Funding shall also be obligated to pay Xxxxxx Mae, in the event that the
provisions of Section 2.8.1C.1(E) of the Administration Agreement are operative,
upon payment in full of the Notes to the extent of amounts then
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distributable by the Trust to Funding, the aggregate amount that would have been
distributed on the Excess Distribution Certificate pursuant to Section
2.8.1C.1(F)(ii) of the Administration Agreement but for the operation of Section
2.8.1C.1(E) of the Administration Agreement.
SECTION 4. CONDITIONS PRECEDENT TO PURCHASE
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(A) Activities Prior to the Purchase Date
Xxxxxx Xxx 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 Mae 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 Xxx shall deliver to Funding:
(i) a Xxxx of Sale executed by an authorized officer of Xxxxxx Xxx,
covering Loans offered by Xxxxxx Mae 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 Xxx, including the insurance
interest of Xxxxxx Mae, in each of the Loans, and stating that the
representations and warranties made by Xxxxxx Xxx 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 Xxx shall provide a blanket endorsement transferring the entire
interest of Xxxxxx Mae in the Loans to the Interim Eligible Lender Trustee on
behalf of Funding with the form of endorsement provided for in the Purchase
Agreement.
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At the direction of and in such form as Funding may designate, Xxxxxx Xxx also
agrees to individually endorse any Eligible Loan as Funding may request
from time to time.
(E) Officer's Certificate
Xxxxxx Mae 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 Xxx 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 Mae and dated the date of
the Xxxx of Sale. Xxxxxx Mae 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 Xxx to the Interim Eligible Lender
Trustee on behalf of Funding of the Loans listed on the Xxxx of Sale.
(G) Power of Attorney
Xxxxxx Xxx hereby grants to Funding and the Interim Eligible Lender Trustee
for the benefit of Funding an irrevocable power of attorney, which power of
attorney is coupled with an interest, to individually endorse or cause to be
individually endorsed in the name of Xxxxxx Mae 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 Xxx or the Servicer to Funding or the Interim
Eligible Lender Trustee or any custodian on their behalf.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF XXXXXX MAE AND
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INTERIM ELIGIBLE LENDER TRUSTEE
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(A) General
Xxxxxx Xxx 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 Xxx 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;
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(ii) Xxxxxx Mae is duly organized and existing under the laws of the
applicable jurisdiction;
(iii) Xxxxxx Xxx has all requisite power and authority to enter into and to
perform the terms of the Purchase Agreement; and
(iv) Xxxxxx Mae 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 Xxx 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 Xxx 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;
(iii) The Loans constitute "instruments" within the meaning of the
applicable UCC and are within the coverage of Section 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 is true and correct;
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(v) Xxxxxx Mae 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 Xxx, will be made pursuant to
and consistent with the laws and regulations under which Xxxxxx Mae
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 Xxx is a party or by which Xxxxxx Mae 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 Mae 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 one hundred and twenty (120) days delinquent as
of the Cutoff Date and no default, breach, violation or event
permitting acceleration under the terms of any Loan has arisen; and
neither Xxxxxx Xxx 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 Mae, the Interim Eligible Lender Trustee
and Funding, and Xxxxxx Xxx hereby warrants that, the transfer and
assignment herein contemplated constitute a valid sale of the Loans
from Xxxxxx Mae to the Interim Eligible Lender Trustee on behalf of
Funding and that the beneficial interest in and title to such Loans
not be part of Xxxxxx Mae's estate in the event of the bankruptcy of
Xxxxxx Mae 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) There is only one original executed copy of the promissory note
evidencing each Loan. 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
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any judgment or tax lien filings against the Seller or the Interim
Eligible Lender Trustee; and
(xviii) No Borrower of any Loan as of the Cutoff Date is noted in the
related Loan File as being currently involved in a bankruptcy
proceeding.
(C) The Interim Eligible Lender Trustee represents and warrants that as of the
date of each Purchase Agreement and each Xxxx of Sale:
(i) The Interim Eligible Lender Trustee is duly organized and validly
existing in good standing under the laws of its governing jurisdiction
and has an office located within the State of Delaware. It has all
requisite corporate power and authority to execute, deliver and perform
its obligations under this Purchase Agreement;
(ii) The Interim Eligible Lender Trustee has taken all corporate action
necessary to authorize the execution and delivery by it of the Purchase
Agreement, and the Purchase Agreement will be executed and delivered by
one of its officers who is duly authorized to execute and deliver the
Purchase Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of the Purchase Agreement,
nor the consummation by it of the transactions contemplated hereby nor
compliance by it with any of the terms or provisions hereof will
contravene any Federal or Delaware state law, governmental rule or
regulation governing the banking or trust powers of the Interim
Eligible Lender Trustee or any judgment or order binding on it, or
constitute any default under its charter documents or by-laws or any
indenture, mortgage, contract, agreement or instrument to which it is a
party or by which any of its properties may be bound; and
(iv) The Interim Eligible Lender Trustee is an "eligible lender" as such
term is defined in Section 435(d) of the Higher Education Act, for
purposes of holding legal title to the Trust Student Loans as
contemplated by the Purchase Agreement and the other Basic Documents,
it has a lender identification number with respect to the Trust Student
Loans from the Department and has in effect a Guarantee Agreement with
each of the Guarantors with respect to the Trust Student Loans.
SECTION 6. PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
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Each party to this Agreement shall give notice to the other parties promptly,
in writing, upon the discovery of any breach of Xxxxxx Mae's representations and
warranties made pursuant to Section 5 hereof which has a materially adverse
effect on the interest of Funding in any Trust Student Loan. In the event of
such a material breach which is not curable by reinstatement of the Guarantor's
guarantee of such Trust Student Loan, Xxxxxx Mae shall repurchase any affected
Trust
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Student Loan not later than 120 days following the earlier of the date of
discovery of such material breach and the date of receipt of the Guarantor
reject transmittal form with respect to such Trust Student Loan. In the event
of such a material breach which is curable by reinstatement of the Guarantor's
guarantee of such Trust Student Loan, unless the material breach shall have been
cured within 360 days following the earlier of the date of discovery of such
material breach and the date of receipt of the Guarantor reject transmittal form
with respect to such Trust Student Loan, Xxxxxx Xxx shall purchase such Trust
Student Loan not later than the sixtieth day following the end of such 360-day
period. Xxxxxx Mae shall also remit as provided in Section 2.6 of the
Administration Agreement on the date of purchase of any Trust Student Loan
pursuant to this Section 6 an amount equal to all 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
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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:
(1) status (i.e., in-school, grace, deferment, forbearance or
repayment),
(2) program type (i.e., Unsubsidized Xxxxxxxx, Subsidized Xxxxxxxx,
Consolidation (pre-1993 vs. post-1993), PLUS or SLS),
(3) school type,
(4) total return,
(5) principal balance, and
(6) remaining term to maturity.
In addition, each substituted Eligible Loan will comply, as of the date of
substitution, with all of the representations and warranties made hereunder. In
choosing Eligible Loans to be substituted pursuant to this Section 6, Xxxxxx Xxx
shall make a reasonable determination that the Eligible Loans to be substituted
will not have a material adverse effect on the Noteholders.
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
14
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 on a list provided by Funding
identifying the Loans with respect to which such payments were made, the
amount of each such payment and the date each such payment was received.
(B) Any written communication received at any time by Xxxxxx Mae with respect
to any Loan subject to this Purchase Agreement shall be transmitted by
Xxxxxx Xxx to Servicer within two (2) business days of receipt. Such
communications shall include, but not be limited to, letters, notices of
death or disability, notices of bankruptcy, forms requesting deferment of
repayment or loan cancellation, and like documents.
SECTION 8. CONTINUING OBLIGATION OF XXXXXX MAE
-----------------------------------
Xxxxxx Xxx shall provide all reasonable assistance necessary for Funding to
resolve account problems raised by any Borrower, the Guarantor or the Secretary
provided such account problems are attributable to or are alleged to be
attributable to (a) an event occurring during the period Xxxxxx Mae owned the
Loan, or (b) a payment made or alleged to have been made to Xxxxxx Xxx. Further,
Xxxxxx Mae agrees to execute any financing statements at the request of Funding
in order to reflect Funding's interest in the Loans.
SECTION 9. LIABILITY OF XXXXXX XXX; INDEMNITIES
------------------------------------
Xxxxxx Mae shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by Xxxxxx Xxx under this Purchase Agreement.
(i) Xxxxxx Mae shall indemnify, defend and hold harmless Funding and the
Interim Eligible Lender Trustee in its individual capacity and their
officers, directors, employees and agents from and against any taxes that
may at any time be asserted against any such Person with respect to the
transactions contemplated herein and in the other Basic Documents (except
any such income taxes arising out of fees paid to the Interim Eligible
Lender Trustee), including any sales, gross receipts, general corporation,
tangible
15
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 the Purchase Agreement,
or by reason of reckless disregard of its obligations and duties under
the Purchase Agreement.
(iii) Xxxxxx Xxx shall be liable as primary obligor for, and shall indemnify,
defend and hold harmless the Interim Eligible Lender Trustee in its
individual capacity and its officers, directors, employees and agents
from and against, all costs, expenses, losses, claims, damages,
obligations and liabilities arising out of, incurred in connection with
or relating to the Purchase Agreement, the other Basic Documents, the
acceptance or performance of the trusts and duties set forth herein and
in the Sale Agreement or the action or the inaction of the Interim
Eligible Lender Trustee hereunder, except to the extent that such cost,
expense, loss, claim, damage, obligation or liability: (a) shall be due
to the willful misfeasance, bad faith or negligence (except for errors in
judgment) of the Interim Eligible Lender Trustee, (b) shall arise from
any breach by the Interim Eligible Lender Trustee of its covenants made
under any of the Basic Documents; or (c) shall arise from the breach by
the Interim Eligible Lender Trustee of any of its representations or
warranties made in its individual capacity set forth in these Master
Terms or any Purchase Agreement. In the event of any claim, action or
proceeding for which indemnity will be sought pursuant to this paragraph,
the Interim Eligible Lender Trustee's choice of legal counsel shall be
subject to the approval of Xxxxxx Mae, which approval shall not be
unreasonably withheld.
Indemnification under this Section shall survive the resignation or removal of
the Interim Eligible Lender Trustee and the termination of these Master Terms,
and shall include reasonable fees and expenses of counsel and expenses of
litigation. If Xxxxxx Xxx shall have made any indemnity payments pursuant to
this Section and the Person to or on behalf of whom such payments are made
thereafter shall collect any of such amounts from others, such Person shall
promptly repay such amounts to Xxxxxx Mae, without interest.
16
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF
---------------------------------------------------------------
XXXXXX XXX
----------
Any Person (a) into which Xxxxxx Mae may be merged or consolidated, (b) which
may result from any merger or consolidation to which Xxxxxx Xxx shall be a party
or (c) which may succeed to the properties and assets of Xxxxxx Mae
substantially as a whole, shall be the successor to Xxxxxx Xxx without the
execution or filing of any document or any further act by any of the parties to
this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants
-------- -------
that it will not consummate any of the foregoing transactions except upon
satisfaction of the following: (i) the surviving Person, if other than Xxxxxx
Xxx, executes an agreement of assumption to perform every obligation of Xxxxxx
Mae under the Purchase Agreement, (ii) immediately after giving effect to such
transaction, no representation or warranty made pursuant to Section 5 shall have
been breached, (iii) the surviving Person, if other than Xxxxxx Xxx, shall have
delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an
Opinion of Counsel each stating that such consolidation, merger or succession
and such agreement of assumption comply with this Section and that all
conditions precedent, if any, provided for in this Purchase Agreement relating
to such transaction have been complied with, and that the Rating Agency
Condition shall have been satisfied with respect to such transaction (iv) if
Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx shall have delivered to the
Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that,
in the opinion of such counsel, all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of Funding and the Interim
Eligible Lender Trustee in the Loans and reciting the details of such filings,
or (B) stating that, in the opinion of such counsel, no such action shall be
necessary to preserve and protect such interests.
SECTION 11. LIMITATION ON LIABILITY OF XXXXXX MAE AND OTHERS
------------------------------------------------
Xxxxxx Xxx and any director or officer or employee or agent thereof may rely
in good faith on the advice of counsel or on any document of any kind, prima
facie properly executed and submitted by any Person respecting any matters
arising hereunder (provided that such reliance shall not limit in any way Xxxxxx
Mae's obligations under Section 6). Xxxxxx Xxx shall not be under any
obligation to appear in, prosecute or defend any legal action that shall not be
incidental to its obligations under these Master Terms or any Purchase
Agreement, and that in its opinion may involve it in any expense or liability.
Except as provided herein, the repurchase (or substitution) and reimbursement
obligations of Xxxxxx Mae will constitute the sole remedy available to Funding
for uncured breaches; provided, however, that the information with respect to
the Loans listed on the Xxxx of Sale may be adjusted in the ordinary course of
business subsequent to the date of the Xxxx of Sale and to the extent that the
aggregate Principal Balance of the Loans listed on the Xxxx of Sale is less than
the aggregate Principal Balance stated on the Xxxx of Sale, Xxxxxx Xxx shall
remit such amount to the Interim Eligible Lender Trustee on behalf of Funding.
Such reconciliation payment shall be made from time to time but no less
frequently than semi-annually.
17
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, 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.
18
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.
19
Promptly after the execution of any such amendment or consent (or, in the case
of the Rating Agencies, five Business Days prior thereto), the Interim Eligible
Lender Trustee shall furnish written notification of the substance of such
amendment or consent to the Indenture Trustee 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 government by and
construed in accordance with the laws of the State of New York without reference
to its conflict of law provisions, and the obligations, rights and remedies of
the parties, hereunder shall be determined in accordance with such laws.
20
STUDENT LOAN MARKETING SLM FUNDING CORPORATION
ASSOCIATION (Seller) (Purchaser)
By: /s/ XXXXXXX X. XXXXXXX By: /s/ XXXXXXX M.E. XXXXXX XX.
___________________________ _____________________________
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx M.E. Xxxxxx Xx.
_________________________ _____________________________
Title: Vice President Title: Treasurer
__________________________ __________________________
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
-----------------------------------------------
Not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: XXXX X. XXXXXX
___________________________
Name: Xxxx X. Xxxxxx
_________________________
Title: Vice President
__________________________
21
PURCHASE AGREEMENT
Dated as of August 2, 2001
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
Corporation ("Funding") under the Interim Trust Agreement dated as of August
1, 2001 between Funding and the Interim Eligible Lender Trustee, the entire
right, title and interest of Xxxxxx Xxx in the Loans described in the Xxxx of
Sale and Loan Transmittal Summary Form incorporated herein and, to the extent
indicated below, the Interim Eligible Lender Trustee for the benefit of
Funding accepts Xxxxxx Mae's offer. In order to qualify as Eligible Loans, no
payment of principal or interest shall be more than one hundred and twenty
(120) days Delinquent as of the Cutoff Date which date shall be June 25, 2001.
TERMS, CONDITIONS AND COVENANTS
-------------------------------
In consideration of the Purchase Xxxxx, Xxxxxx Mae hereby sells to the
Interim Eligible Lender Trustee for the benefit of Funding the entire right,
title and interest of Xxxxxx Xxx in the Loans accepted for purchase, subject
to all the terms and conditions of the Purchase Agreement Master
Securitization Terms Number 1000 ("Master Terms") and any amendments thereto,
incorporated herein by reference, among Xxxxxx Mae, Funding, and the Interim
Eligible Lender Trustee. The Initial Payment of the Loans shall equal
$1,521,471,460 (equal to $1,535,303,157 (representing the sale price of the
Securities less underwriters' commissions and fees) less $3,756,697
(representing the Reserve Account Initial Deposit) less $10,000,000
(representing the Capitalized Interest Account Initial Deposit) less $75,000
(representing the upfront fee on the Interest Rate Cap Swap Confirmation)).
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.
22
The parties hereto intend that the transfer of Loans described in the Xxxx
of Sale and Loan Transmittal Summary Form be, and be construed as, a valid
sale of such Loans from Xxxxxx Mae to the Interim Eligible Lender Trustee for
the benefit of Funding. However, in the event that notwithstanding the
intention of the parties, such transfer is deemed to be a transfer for
security, then Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee
for the benefit of Funding a first priority security interest in and to all
Loans described in the Xxxx of Sale and Loan Transmittal Summary Form to
secure a loan in an amount equal to the Purchase Price of such loans.
STUDENT LOAN MARKETING
-----------------------
ASSOCIATION (Seller)
-----------
By: _________________________
Name: _______________________
Title: ________________________
SLM FUNDING CORPORATION
-----------------------
(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: _________________________
23
PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED
-------------------------
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 Corporation ("Funding").
This endorsement is in blank, unrestricted form and without recourse except as
provided in Section 6 of the Master Terms referred to in the Purchase Agreement
among Xxxxxx Xxx, Funding, and the Interim Eligible Lender trustee which covers
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.
24
_________________________________________
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
Corporation
By: ___________________________________
(Signature of Authorized Signatory for
Purchaser)
Name: _________________________________
Title: ________________________________
Date of Purchase: _____________________
_________________________________________
25
XXXX OF SALE DATED AUGUST 2, 2001
The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms
and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM
Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National
Association as Interim Eligible Lender Trustee for the benefit of Funding under
the Interim Trust Agreement dated as of August 1, 2001 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
26
ADDITIONAL LOAN CRITERIA
------------------------
- Not in claims status, not previously rejected
- Not in litigation
- Last disbursement is greater than 120 days from cutoff date
- Loan is not swap-pending
*Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or
downward based upon Funding's reconciliation.
** Includes interest to be capitalized
27
Guarantor(s):
American Student Assistance Guarantor
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Education Assistance Corporation
Educational Credit Management Corporation
Finance Authority of Maine
Florida Department of Education Office of Student Financial Assistance
Georgia Higher Education Assistance Corporation
Great Lakes Higher Education Corp.
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kentucky Higher Education Assistance Authority
Louisiana Student Financial Assistance Commission
Michigan Higher Education Assistance Authority
Missouri Coordinating Board for Higher Education
Montana Guaranteed Student Loan Program
Nebraska Student Loan Program
New Jersey Higher Education Assistance Authority
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma State Regents for Higher Education
Oregon State Scholarship Commission
Pennsylvania Higher Education Assistance Agency
Rhode Island Higher Education Assistance Authority
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
Utah Higher Education Assistance Authority
28
-----------------------------------
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 Corporation
By:__________________________
(Signature of Authorized
Signatory for Purchaser)
Name:________________________
Title:_______________________
__________________________________
29
