Exhibit 99.2
SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Sale Agreement Master Securitization Terms Number 1000 ("Master Sale
Terms") dated as of August 2, 2001 among SLM Funding Corporation ("Seller"),
Chase Manhattan Bank USA, National Association , not in its individual capacity
but solely as Interim Eligible Lender Trustee (the "Interim Eligible Lender
Trustee") for the benefit of the Seller under the Interim Trust Agreement dated
as of August 1, 2001 between Seller and the Interim Eligible Lender Trustee,
Chase Manhattan Bank USA, National Association, not in its individual capacity
but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2001-3
(the "Eligible Lender Trustee"), and SLM Student Loan Trust 2001-3 (the
"Purchaser"), shall be effective upon execution by the parties hereto.
References to the Seller herein mean the Interim Eligible Lender Trustee, and
references to the Purchaser mean the Eligible Lender Trustee, for all purposes
involving the holding or transferring of legal title to the Trust Student Loans.
WHEREAS, the Seller is the owner of certain student loans guaranteed under the
Higher Education Act;
WHEREAS, legal title to such loans is vested in the Interim Eligible Lender
Trustee, as trustee for the benefit of the Seller as the sole beneficiary;
WHEREAS, Seller may desire to sell its interest in such loans from time to
time and Purchaser may desire to purchase such loans from Seller;
WHEREAS, the Eligible Lender Trustee is willing to hold legal title to, and
serve as eligible lender trustee with respect to, such loans for the benefit of
the Purchaser;
NOW, THEREFORE, in connection with the mutual promises contained herein, the
parties hereto agree as follows:
SECTION 1. TERMS
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These Master Sale Terms establish the terms under which Seller (and with
respect to legal title, the Interim Eligible Lender Trustee for the benefit of
Seller) may sell and Purchaser (and with respect to legal title, the Eligible
Lender Trustee on behalf of the Purchaser) may purchase the Loans (and all
obligations of the Borrowers thereunder) specified on each Sale Agreement ("
Sale Agreement") as the parties may execute from time to time pursuant to these
Master Sale Terms. Each such Sale Agreement shall be substantially in the form
of Attachment A hereto, incorporating by reference the terms of these Master
Sale Terms, and shall be a separate agreement among Seller, Purchaser, Eligible
Lender Trustee on behalf of Purchaser, and the Interim Eligible Lender Trustee
for the benefit of Seller with respect to the Loans covered by the terms of such
Sale Agreement for all purposes. If the terms of a Sale Agreement conflict with
the terms of these Master Sale Terms, the terms of such Sale Agreement shall
supersede and govern.
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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 the
Seller and the Interim Eligible Lender Trustee for the benefit of Seller
which shall set forth the Loans offered by the Seller and the Interim
Eligible Lender Trustee for the benefit of the Seller and accepted for
purchase by the Eligible Lender Trustee on behalf of the Purchaser and
which shall sell, assign and convey to the Eligible Lender Trustee on
behalf of the Purchaser and its assignees all right, title and interest of
the Seller and of the Interim Eligible Lender Trustee for the benefit of
the Seller in the Loans listed on the Xxxx of Sale and will certify that
the representations and warranties made by the Seller pursuant to Section
5(A) of these Master Sale Terms are true and correct.
(C) "Borrower" means the obligor on a Loan.
(D) "Consolidation Loan" means a Loan made pursuant to and in full compliance
with Section 428C of the Higher Education Act.
(E) "Cutoff Date" means June 25, 2001 and, with respect to subsequent sales
hereunder, a date agreed to by Seller and Purchaser to use in determining
the Principal Balance and accrued interest to be capitalized for purposes
of completing the Loan Transmittal Summary Form.
(F) "Delinquent" means the period any payment of principal or interest due on
the Loan is overdue.
(G) "Eligible Loan" means a Loan offered for sale by Seller under the Sale
Agreement which as of the Cutoff Date is current or no more Delinquent than
permitted under the Sale Agreement in payment of principal or interest and
which meets the following criteria as of the effective date of the Xxxx of
Sale:
(i) is a Xxxxxxxx Loan, a PLUS Loan or a SLS Loan and is not a
Consolidation Loan;
(ii) is owned by Seller and is fully disbursed;
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(iii) is guaranteed as to principal and interest by the applicable Guarantor
to the maximum extent permitted by the Higher Education Act for such
Loan;
(iv) bears interest at a stated rate of not less than the maximum rate
permitted under the Higher Education Act for such Loan;
(v) is eligible for the payment of the quarterly special allowance at the
full and undiminished rate established under the formula set forth in
the Higher Education Act for such Loan;
(vi) if not yet in repayment status, is eligible for the payment of
interest benefits by the Secretary or, if not so eligible, is a Loan
for which interest either is billed quarterly to Borrower or deferred
until commencement of the repayment period, in which case such accrued
interest is subject to capitalization to the full extent permitted by
the applicable Guarantor;
(vii) is supported by the following documentation:
(a) for each Loan:
1. loan application, and any supplement thereto,
2. original promissory note and any addendum thereto or a
certified copy thereof if more than one loan is
represented by a single promissory note and all loans
so represented are not being sold at the same time,
3. evidence of guarantee,
4. any other document and/or record which Purchaser may be
required to retain pursuant to the Higher Education
Act; and
(b) for each Loan only if applicable:
1. payment history (or similar document) including (i) an
indication of the Principal Balance and the date
through which interest has been paid, each as of the
Cutoff Date and (ii) an accounting of the allocation of
all payments by Borrower or on Borrower's behalf to
principal and interest on the Loan,
2. documentation which supports periods of current or
past deferment or past forbearance,
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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 2.8.1C.1(F)(ii) and
2.8.2B2 of the Administration Agreement.
(I) "Initial Payment" means the dollar amount specified in the applicable Sale
Agreement.
(J) "Loan" means the Note or Notes offered for sale pursuant to the Sale
Agreement and related documentation together with any guaranties and other
rights relating thereto including, without limitation, Interest Subsidy
Payments and Special Allowance Payments.
(K) "Loan Transmittal Summary Forms" means the forms provided to Seller by
Purchaser and completed by Seller which list, by Borrower, the Loans
subject to the Xxxx of Sale and the outstanding Principal Balance and
accrued interest thereof as of the Cutoff Date.
(L) "Note" means the promissory note of the Borrower and any amendment thereto
evidencing the Borrower's obligation with regard to a student loan
guaranteed under the Higher Education Act.
(M) "PLUS Loan" means a Loan which was made pursuant to the PLUS Program
established under Section 428B of the Higher Education Act (or predecessor
provisions).
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(N) "Principal Balance" means the outstanding principal amount of the Loan,
plus interest expected to be capitalized (if any), less amounts which may
not be insured (such as late charges).
(O) "Purchase Price" means the Initial Payment and the Excess Distribution
Certificate.
(P) "Secretary" means the United States Secretary of Education or any
successor.
(Q) "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.
(R) "Xxxxxxxx Loans" means Subsidized Xxxxxxxx Loans and Unsubsidized Xxxxxxxx
Loans.
(S) "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.
(T) "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 Sale Agreement shall
be consummated upon Purchaser's receipt from the Seller and the Interim
Eligible Lender Trustee for the benefit of the Seller of the Xxxx of Sale
and the payment by Purchaser to Seller of the Initial Payment and the
issuance to the Seller of the Excess Distribution Certificate, and when
consummated such sale and purchase shall be effective as of the date of the
Xxxx of Sale. Seller and Purchaser shall use their best efforts to perform
promptly their respective obligations pursuant to such Sale Agreement.
(B) Settlement of the Initial Payment
Purchaser on the date of the Xxxx of Sale shall pay Seller the Initial
Payment by wire transfer in immediately available funds to the account
specified by Seller.
(C) Interest Subsidy And Special Allowance Payments And Rebate Fees
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On the Cutoff Date, Seller 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 Purchaser and the Eligible Lender Trustee
for the benefit of Purchaser 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 Cutoff Date in the case of
Special Allowance Payments and Interest Subsidy Payments and the Closing
Date in the case of any rebate fees.
(D) Special Programs
In consideration of the sale of the Eligible Loans under these Master Sale
Terms and each Sale Agreement, Purchaser agrees to cause the Servicer to
offer borrowers of Trust Student Loans all special programs whether or not
in existence as of the date of any Sale Agreement generally offered to the
obligors of comparable loans owned by Xxxxxx Xxx subject to the terms and
conditions of Section 3.12 of the Servicing Agreement.
SECTION 4. CONDITIONS PRECEDENT TO SALE AND PURCHASE
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(A) Activities Prior to the Sale
Following the execution of a Sale Agreement, Seller shall provide any
assistance requested by Purchaser in determining that all required
documentation on the Loans is present and correct.
(B) Continued Servicing
Seller shall service, or cause to be serviced, all Loans as required under
the Higher Education Act until the date of the Xxxx of Sale.
(C) Xxxx of Sale/Loan Transmittal Summary Form
Seller shall deliver to Purchaser:
(i) a Xxxx of Sale executed by an authorized officer of the Seller and the
Interim Eligible Lender Trustee for the benefit of the Seller,
covering Loans offered by the Seller and accepted by Purchaser as set
forth thereon, selling, assigning and conveying to the Eligible Lender
Trustee for the benefit of the Purchaser and its assignees all right,
title and interest of the Seller and the Interim Eligible Lender
Trustee for the benefit of the Seller, including the insurance
interest of the Interim Eligible Lender Trustee for the benefit of the
Seller, in each of the Loans, and stating that the
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representations and warranties made by Seller in Section 5 of these
Master Sale Terms are true and correct on and as of the date of the
Xxxx of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the Xxxx of Sale,
identifying each of the Eligible Loans which is the subject of the
Xxxx of Sale and setting forth the unpaid Principal Balance of each
such Loan.
(D) Endorsement
The Seller shall provide a blanket endorsement transferring the entire
interest of the Seller and the Interim Eligible Lender Trustee for the
benefit of Seller in the Loans to the Eligible Lender Trustee for the
benefit of the Purchaser with the form of endorsement provided for in the
Sale Agreement.
At the direction of and in such form as Purchaser may designate, the Seller
also agrees to individually endorse any Eligible Loan as Purchaser may
request from time to time.
(E) Officer's Certificate
Seller shall furnish to Purchaser, with each Xxxx of Sale provided in
connection with each sale of Loans pursuant to these Master Sale Terms, an
Officer's Certificate, dated as of the date of such Xxxx of Sale.
(F) Loan Transfer Statement
Upon Purchaser's request, Seller shall deliver to Purchaser one (1) or more
Loan Transfer Statements (Department Form OE 1074 or its equivalent)
provided by Purchaser, executed by the Interim Eligible Lender Trustee for
the benefit of the Seller and dated the date of the Xxxx of Sale. Seller
agrees that Purchaser and the Eligible Lender Trustee may use the Xxxx of
Sale, including the Loan Transmittal Summary Form attached to the Xxxx of
Sale, in lieu of OE Form 1074, as official notification to the Guarantor of
the assignment by the Interim Eligible Lender Trustee for the benefit of
the Seller to the Eligible Lender Trustee for the benefit of the Purchaser
of the Loans listed on the Xxxx of Sale.
(G) Power of Attorney
Seller and the Interim Eligible Lender Trustee hereby grant to the Eligible
Lender Trustee on behalf of the Purchaser 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 the Seller and
the Interim Eligible Lender Trustee for the benefit of the Seller any
Eligible Loan to evidence the transfer of such Eligible Loan to the
Eligible Lender Trustee on behalf of the Purchaser and to transfer or to
cause to be transferred physical possession of any Note from
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Xxxxxx Xxx or the Servicer to the Eligible Lender Trustee or the Indenture
Trustee or any other custodian on behalf of either of them.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF SELLER AND
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ELIGIBLE LENDER TRUSTEE
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(A) General
Seller represents and warrants to Purchaser that with respect to a
portfolio of Loans as of the date of each Sale Agreement and Xxxx of Sale;
(i) The Interim Eligible Lender Trustee is an eligible lender or other
qualified holder of loans originated pursuant to the Federal Family
Education Loan Program established under the Higher Education Act;
(ii) The Interim Eligible Lender Trustee and the Seller are duly organized
and existing under the laws of the applicable jurisdiction;
(iii) The Interim Eligible Lender Trustee and the Seller have all requisite
power and authority to enter into and to perform the terms of these
Master Sale Terms and each Sale Agreement; and
(iv) The Interim Eligible Lender Trustee and the Seller will not, with
respect to any Loan purchased under Sale Agreements executed pursuant
to these Master Sale Terms, agree to release any Guarantor from any of
its contractual obligations as an insurer of such Loan or agree
otherwise to alter, amend or renegotiate any material term or
condition under which such Loan is insured, except as required by law
or rules and regulations issued pursuant to law, without the express
prior written consent of Purchaser.
(B) Particular
Seller represents and warrants to Purchaser as to the Loans purchased by
Purchaser under each Sale Agreement and each Xxxx of Sale executed pursuant to
these Master Sale Terms:
(i) The Interim Eligible Lender Trustee for the benefit of the Seller has
good and marketable title to, and is the sole owner of, the Loans,
free and clear of all security interests, liens, charges, claims,
offsets, defenses, counterclaims or encumbrances of any nature and no
right of rescission, offsets, defenses, or counterclaims have been
asserted or threatened with respect to the Loans;
(ii) This Agreement creates a valid and continuing security interest (as
defined in the applicble UCC) in the Loans in favor of the Eligible
Lender
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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 Sale Agreement and the Loan Transmittal Summary Form is
true and correct;
(v) The Interim Eligible Lender Trustee and the Seller are authorized to
sell, assign, transfer and repurchase the Loans; and the sale,
assignment and transfer of such Loans is or, in the case of a Loan
repurchased by the Seller and or the Interim Eligible Lender Trustee,
will be made pursuant to and consistent with the laws and regulations
under which the Seller and the Interim Eligible Lender Trustee
operate, and will not violate any decree, judgment or order of any
court or agency, or conflict with or result in a breach of any of the
terms, conditions or provisions of any agreement or instrument to
which the Interim Eligible Lender Trustee or the Seller is a party or
by which the Interim Eligible Lender Trustee or Seller or its property
is bound, or constitute a default (or an event which could constitute
a default with the passage of time or notice or both) thereunder;
(vi) The Loans are each in full force and effect in accordance with their
terms and are legal, valid and binding obligations of the respective
Borrowers thereunder subject to no defenses (except the defense of
infancy);
(vii) No consents and approvals are required by the terms of the Loans to
the sale of the Loans hereunder to the Interim Eligible Lender
Trustee;
(viii) Each Loan has been duly made and serviced in accordance with the
provisions of the Federal Family Education Loan Program established
under the Higher Education Act, and has been duly insured by a
Guarantor; such guarantee is in full force and effect and is freely
transferable to the Eligible Lender Trustee for the benefit of the
Purchaser as an incident to the purchase of each Loan; and all
premiums due and payable to such Guarantor shall have been paid in
full as of the date of the Xxxx of Sale;
(ix) Any payments on the Loans received by the Interim Eligible Lender
Trustee for the benefit of the Seller which have been allocated to
reduction of principal and interest on such Loans have been allocated
on a simple
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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;
(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 the Seller nor any predecessor holder of any Loan has waived
any of the foregoing other than as permitted by the Basic Documents;
(xiv) It is the intention of Seller, the Interim Eligible Lender Trustee,
the Eligible Lender Trustee, and the Purchaser, and the Seller hereby
warrants, that the transfer and assignment herein contemplated
constitute a valid sale of the Loans from Seller and the Interim
Eligible Lender Trustee to the Eligible Lender Trustee for the benefit
of Purchaser and that the beneficial interest in and title to such
Loans not be part of the Seller's estate in the event of the
bankruptcy of the Seller or the appointment of a receiver with respect
to Seller;
(xv) The Interim Eligible Lender Trustee and the Seller have caused or will
have caused, within ten days, the filing of all appropriate financing
statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security
interest in the Loans granted to the Eligible Lender Trustee
hereunder;
(xvi) There is only one original executed copy of the promissory note
evidencing each Loan. The Interim Eligible Lender Trustee has in its
possession a copy of the endorsement and Loan Transmittal Summary Form
identifying the Notes that constitute or evidence the Loans. The Notes
that constitute or evidence the Loans do not have any marks or
notations indicating that they have been pledged, assigned or
otherwise conveyed to any Person other than the Eligible Lender
Trustee. All financing statements filed or to be filed against the
Interim Eligible Lender Trustee and the Seller in favor of the
Eligible Lender Trustee in connection herewith describing the Loans
contain a statement to the
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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
(xviii) No Borrower of any Loan as of the Cutoff Date is noted in the related
Loan File as being currently involved in a bankruptcy proceeding.
(C) The Eligible Lender Trustee and the Purchaser represent and warrant that
as of the date of each Sale Agreement and each Xxxx of Sale:
(i) The Eligible Lender Trustee is duly organized and validly existing in
good standing under the laws of its governing jurisdiction and has an
office located within the State of Delaware. It has all requisite
corporate power and authority to execute, deliver and perform its
obligations under this Sale Agreement;
(ii) The Eligible Lender Trustee has taken all corporate action necessary
to authorize the execution and delivery by it of these Master Sale
Terms and each Sale Agreement, and these Master Sale Terms and each
Sale Agreement have been and will be executed and delivered by one of
its officers who is duly authorized to execute and deliver the Sale
Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these Master Sale
Terms and each Sale Agreement, nor the consummation by it of the
transactions contemplated hereby or thereby nor compliance by it with
any of the terms or provisions hereof or thereof will contravene any
Federal or Delaware state law, governmental rule or regulation
governing the banking or trust powers of the Eligible Lender Trustee
or any judgment or order binding on it, or constitute any default
under its charter documents or by-laws or any indenture, mortgage,
contract, agreement or instrument to which it is a party or by which
any of its properties may be bound; and
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(iv) The Eligible Lender Trustee is an "eligible lender" as such term is
defined in Section 435(d) of the Higher Education Act, for purposes
of holding legal title to the Trust Student Loans as contemplated by
these Master Sale Terms and each Sale Agreement and the other Basic
Documents, it has a lender identification number with respect to the
Trust Student Loans from the Department and has in effect a Guarantee
Agreement with each of the Guarantors with respect to the Trust
Student Loans.
SECTION 6. PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
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Each party to this Agreement shall give notice to the other such parties and
to the Servicer, the Administrator and Xxxxxx Xxx promptly, in writing, upon the
discovery of any breach of Seller's representations and warranties made pursuant
to Section 5 hereof which has a materially adverse effect on the interest of the
Purchaser in any Trust Student Loan. In the event of such a material breach
which is not curable by reinstatement of the applicable Guarantor's guarantee of
such Trust Student Loan, Seller shall repurchase any affected Trust Student Loan
not later than 120 days following the earlier of the date of discovery of such
material breach and the date of receipt of the Guarantor reject transmittal form
with respect to such Trust Student Loan. In the event of such a material breach
which is curable by reinstatement of the applicable Guarantor's guarantee of
such Trust Student Loan, unless the material breach shall have been cured within
360 days following the earlier of the date of discovery of such material breach
and the date of receipt of the Guarantor reject transmittal form with respect to
such Trust Student Loan, the Seller shall purchase such Trust Student Loan not
later than the sixtieth day following the end of such 360-day period. The
Seller shall also remit as provided in Section 2.6 of the Administration
Agreement on the date of purchase of any Trust Student Loan pursuant to this
Section 6 an amount equal to all non-guaranteed interest amounts and forfeited
Interest Subsidy Payments and Special Allowance Payments with respect to such
Trust Student Loan. In consideration of the purchase of any such Trust Student
Loan pursuant to this Section 6, the Seller shall remit the Purchase Amount in
the manner specified in Section 2.6 of the Administration Agreement.
In addition, if any breach of Section 5 hereof by the Seller does not trigger
such purchase obligation but does result in the refusal by a Guarantor to
guarantee all or a portion of the accrued interest (or any obligation of the
Purchaser to repay such interest to a Guarantor), or the loss (including any
obligation of the Purchaser to repay the Department) of Interest Subsidy
Payments and Special Allowance Payments, with respect to any Trust Student Loan
affected by such breach, then the Seller shall reimburse the Purchaser by
remitting an amount equal to the sum of all such non-guaranteed interest amounts
and such forfeited Interest Subsidy Payments or Special Allowance Payments in
the manner specified in Section 2.6 of the Administration Agreement not later
than (i) the last day of the next Collection Period ending not less than 60 days
from the date of the Guarantor's
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refusal to guarantee all or a portion of accrued interest or loss of Interest
Subsidy Payments or Special Allowance Payments, or (ii) in the case where the
Seller reasonably believes such losses are likely to be collected, not later
than the last day of the next Collection Period ending not less than 360 days
from the date of the Guarantor's refusal to guarantee all or a portion of
accrued interest or loss of Interest Subsidy Payments or Special Allowance
Payments. At the time such payment is made, the Seller shall not be required to
reimburse the Purchaser for interest that is then capitalized, however, such
amounts shall be reimbursed if the borrower subsequently defaults and such
capitalized interest is not paid by the Guarantor.
Anything in this Section 6 to the contrary notwithstanding, if as of the last
Business Day of any month the aggregate outstanding principal amount of Trust
Student Loans with respect to which claims have been filed with and rejected by
a Guarantor or with respect to which the Servicer determines that claims cannot
be filed pursuant to the Higher Education Act as a result of a breach by the
Seller or the Servicer, exceeds 1% of the Pool Balance, the Seller or the
Servicer shall purchase, within 30 days of a written request of the Eligible
Lender Trustee or the Indenture Trustee, such affected Trust Student Loans in an
aggregate principal amount such that after such purchase the aggregate principal
amount of such affected Trust Student Loans is less than 1% of the Pool Balance.
The Trust Student Loans to be purchased by the Seller or the Servicer pursuant
to the preceding sentence shall be based on the date of claim rejection (or the
date of notice referred to in the first sentence of this Section 6), with Trust
Student Loans with the earliest such date to be purchased first.
In lieu of repurchasing Trust Student Loans pursuant to this Section 6, the
Seller may, at its option, substitute Eligible Loans or arrange for the
substitution of Eligible Loans which are substantially similar on an aggregate
basis as of the date of substitution to the Trust Student Loans for which they
are being substituted with respect to the following characteristics:
(1) status (i.e., in-school, grace, deferment, forbearance or
repayment),
(2) program type (i.e., Unsubsidized 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, the Seller
shall make a reasonable determination that the Eligible Loans to be substituted
will not have a material adverse effect on the Noteholders.
In the event that Seller elects to substitute Eligible Loans pursuant to this
Section 6, the Seller will remit to the Administrator the amount of any
shortfall between the
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Purchase Amount of the substituted Eligible Loans and the Purchase Amount of the
Trust Student Loans for which they are being substituted. The Seller shall also
remit to the Administrator an amount equal to all non-guaranteed interest
amounts and forfeited Interest Subsidy Payments and Special Allowance Payments
with respect to the Trust Student Loans in the manner provided in Section 2.6 of
the Administration Agreement. The sole remedy of the Purchaser, the Eligible
Lender Trustee and the Noteholders with respect to a breach by the Seller
pursuant to Section 5 hereof shall be to require the Seller to purchase Trust
Student Loans, to reimburse the Purchaser as provided above or to substitute
Student Loans pursuant to this Section. The Eligible Lender Trustee shall have
no duty to conduct any affirmative investigation as to the occurrence of any
condition requiring the purchase of any Trust Student Loan or the reimbursement
for any interest penalty pursuant to this Section 6.
SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS
---------------------------------------
AND FORWARD COMMUNICATIONS
--------------------------
(A) Any payment received by Seller with respect to amounts accrued after the
Date of the Xxxx of Sale for any Loan sold to Purchaser, which payment is
not reflected in the Loan Transmittal Summary Form, shall be received by
Seller in trust for the account of Purchaser and the Seller hereby
disclaims any title to or interest in any such amounts. Within two (2)
business days following the date of receipt, Seller shall remit to
Purchaser an amount equal to any such payments along with a listing on a
form provided by Purchaser identifying the Loans with respect to which such
payments were made, the amount of each such payment and the date each such
payment was received.
(B) Any written communication received at any time by Seller with respect to
any Loan subject to any Sale Agreement shall be transmitted by Seller to
Servicer within two (2) business days of receipt. Such communications
shall include, but not be limited to, letters, notices of death or
disability, notices of bankruptcy, forms requesting deferment of repayment
or loan cancellation, and like documents.
SECTION 8. CONTINUING OBLIGATION OF SELLER
-------------------------------
Seller shall provide all reasonable assistance necessary for Purchaser to
resolve account problems raised by any Borrower, the Guarantor or the Secretary
provided such account problems are attributable to or are alleged to be
attributable to (a) an event occurring during the period Seller owned the Loan,
or (b) a payment made or alleged to have been made to Seller. Further, the
Seller agrees to execute any financing statements at the request of the
Purchaser in order to reflect the Purchaser's interest in the Loans.
SECTION 9. LIABILITY OF SELLER; INDEMNITIES
--------------------------------
The Seller shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Seller under this Sale Agreement.
14
(i) The Seller shall indemnify, defend and hold harmless the Purchaser and
the Eligible Lender Trustee in its individual capacity and their
officers, directors, employees and agents from and against any taxes
that may at any time be asserted against any such Person with respect
to the transactions contemplated herein and in the other Basic
Documents (except any such income taxes arising out of fees paid to
the Eligible Lender Trustee), including any sales, gross receipts,
general corporation, tangible and intangible personal property,
privilege or license taxes and costs and expenses in defending against
the same.
(ii) The Seller shall indemnify, defend and hold harmless the Purchaser and
the Eligible Lender Trustee in its individual capacity and their
officers, directors, employees and agents of the Purchaser and the
Eligible Lender Trustee from and against any and all costs, expenses,
losses, claims, damages and liabilities arising out of, or imposed
upon such Person through, the Seller's willful misfeasance, bad faith
or gross negligence in the performance of its duties under the Sale
Agreement, or by reason of reckless disregard of its obligations and
duties under the Sale Agreement.
(iii) The Seller shall be liable as primary obligor for, and shall
indemnify, defend and hold harmless the Eligible Lender Trustee in its
individual capacity and its officers, directors, employees and agents
from and against, all costs, expenses, losses, claims, damages,
obligations and liabilities arising out of, incurred in connection
with or relating to the Sale Agreement, the other Basic Documents, the
acceptance or performance of the trusts and duties set forth herein
and in the Sale Agreement or the action or the inaction of the
Eligible Lender Trustee hereunder, except to the extent that such
cost, expense, loss, claim, damage, obligation or liability: (a) shall
be due to the willful misfeasance, bad faith or negligence (except for
errors in judgment) of the Eligible Lender Trustee, (b) shall arise
from any breach by the Eligible Lender Trustee of its covenants in its
individual capacity under any of the Basic Documents; or (c) shall
arise from the breach by the Eligible Lender Trustee of any of its
representations or warranties in its individual capacity set forth in
these Master Sale Terms or any Sale Agreement. In the event of any
claim, action or proceeding for which indemnity will be sought
pursuant to this paragraph, the Eligible Lender Trustee's choice of
legal counsel shall be subject to the approval of the Seller, which
approval shall not be unreasonably withheld.
Indemnification under this Section shall survive the resignation or removal of
the Eligible Lender Trustee and the termination of these Master Sale Terms and
shall include reasonable fees and expenses of counsel and expenses of
litigation. If the Seller shall have made any indemnity payments pursuant to
this Section and the Person to or for the benefit of whom such payments are made
thereafter shall collect any of such amounts from others, such Person shall
promptly repay such amounts to the Seller, without interest.
15
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF
---------------------------------------------------------------
SELLER
------
Any Person (a) into which the Seller may be merged or consolidated, (b) which
may result from any merger or consolidation to which the Seller shall be a party
or (c) which may succeed to the properties and assets of the Seller
substantially as a whole, shall be the successor to the Seller without the
execution or filing of any document or any further act by any of the parties to
these Master Sale Terms; provided, however, that the Seller hereby covenants
-------- -------
that it will not consummate any of the foregoing transactions except upon
satisfaction of the following: (i) the surviving Person, if other than the
Seller, executes an agreement of assumption to perform every obligation of the
Seller under these Master Sale Terms, (ii) immediately after giving effect to
such transaction, no representation or warranty made pursuant to Section 5
herein shall have been breached, (iii) the surviving Person, if other than the
Seller, shall have delivered to the Eligible Lender Trustee an Officers'
Certificate and an Opinion of Counsel each stating that such consolidation,
merger or succession and such agreement of assumption comply with this Section
and that all conditions precedent, if any, provided for in these Master Sale
Terms relating to such transaction have been complied with, and that the Rating
Agency Condition shall have been satisfied with respect to such transaction,
(iv) if the Seller is not the surviving entity, such transaction will not result
in a material adverse Federal or state tax consequence to the Purchaser or the
Noteholders and (v) if the Seller is not the surviving entity, the Seller shall
have delivered to the Eligible Lender Trustee an Opinion of Counsel either (A)
stating that, in the opinion of such counsel, all financing statements and
continuation statements and amendments thereto have been executed and filed that
are necessary fully to preserve and protect the interest of the Purchaser and
the Eligible Lender Trustee, respectively, in the Loans and reciting the details
of such filings, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interests.
SECTION 11. LIMITATION ON LIABILITY OF SELLER AND OTHERS
--------------------------------------------
The Seller and any director or officer or employee or agent thereof may rely
in good faith on the advice of counsel or on any document of any kind, prima
facie properly executed and submitted by any Person respecting any matters
arising hereunder (provided that such reliance shall not limit in any way the
Seller's obligations under Section 5 herein). The Seller shall not be under any
obligation to appear in, prosecute or defend any legal action that shall not be
incidental to its obligations under these Master Sale Terms or any Sale
Agreement, and that in its opinion may involve it in any expense or liability.
Except as provided herein, the repurchase (or substitution) and reimbursement
obligations of Seller will constitute the sole remedy available to Purchaser for
uncured breaches; provided, however, that the information with respect to the
Loans listed on the Xxxx of Sale may be adjusted in the ordinary course of
business subsequent to the date of the Xxxx of Sale and to the extent that the
aggregate Principal Balance listed on the Xxxx of Sale is less than the
aggregate Principal Balance stated on the Xxxx of Sale, Seller shall remit such
amount to the Eligible Lender Trustee for the benefit of the Purchaser. Such
16
reconciliation payment shall be made from time to time but no less frequently
than semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF ELIGIBLE LENDER TRUSTEE
--------------------------------------------------
Notwithstanding anything contained herein to the contrary, these Master Sale
Terms and any Sale Agreement have been signed by Chase Manhattan Bank USA,
National Association not in its individual capacity but solely in its capacity
as Eligible Lender Trustee for the Purchaser and the Interim Eligible Lender
Trustee for the Seller, as the case may be, and in no event shall Chase
Manhattan Bank USA, National Association in its individual capacity, have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Eligible Lender Trustee, the Interim Eligible Lender Trustee,
the Purchaser or of the Seller, respectively, under these Master Sale Terms or
any Sale Agreement or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of the Purchaser or the Seller, as the case may be.
SECTION 13. EXPENSES
--------
Except as otherwise provided herein, each party to these Master Sale Terms or
any Sale Agreement shall pay its own expense incurred in connection with the
preparation, execution and delivery of these Master Sale Terms or any Sale
Agreement and the transactions contemplated herein or therein.
SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION
----------------------------------
All covenants, agreements, representations and warranties made herein and in
or pursuant to any Sale Agreements executed pursuant to these Master Sale Terms
shall survive the consummation of the purchase of the Loans provided for in each
Sale Agreement. All covenants, agreements, representations and warranties made
or furnished pursuant hereto by or for the benefit of Seller shall bind and
inure to the benefit of any successors or assigns of Purchaser and shall survive
with respect to each Loan. Each Sale Agreement supersedes all previous
agreements and understandings between Purchaser and Seller with respect to the
subject matter thereof. A Sale Agreement may be changed, modified or
discharged, and any rights or obligations hereunder may be waived, only by a
written instrument signed by a duly authorized officer of the party against whom
enforcement of any such waiver, change, modification or discharge is sought.
The waiver by Purchaser of any covenant, agreement, representation or warranty
required to be made or furnished by Seller or the waiver by Purchaser of any
provision herein contained or contained in any Sale Agreement shall not be
deemed to be a waiver of any breach of any other covenant, agreement,
representation, warranty or provision herein contained or contained in any Sale
Agreement, nor shall any waiver or any custom or practice which may evolve
between the parties in the administration of the terms hereof or of any Sale
Agreement, be construed to lessen the right of Purchaser to insist upon the
performance by Seller in strict accordance with said terms.
17
SECTION 15. COMMUNICATION AND NOTICE REQUIREMENTS
-------------------------------------
All communications, notices and approvals provided for hereunder shall be in
writing and mailed or delivered to Seller or Purchaser, as the case may be,
addressed as set forth in the Sale Agreement or at such other address as either
party may hereafter designate by notice to the other party. Notice given in any
such communication, mailed to Seller or Purchaser by appropriately addressed
registered mail, shall be deemed to have been given on the day following the
date of such mailing.
SECTION 16. FORM OF INSTRUMENTS
-------------------
All instruments and documents delivered in connection with these Master Sale
Terms and any Sale Agreement, and all proceedings to be taken in connection with
these Master Sale Terms and any Sale Agreement and the transactions contemplated
herein and therein, shall be in a form as set forth in the attachments hereto,
and Purchaser shall have received copies of such documents as it or its counsel
shall reasonably request in connection therewith. Any instrument or document
which is substantially in the same form as an Attachment hereto or a recital
herein will be deemed to be satisfactory as to form.
SECTION 17. AMENDMENT
---------
These Master Sale Terms and any Sale Agreement may be amended by the parties
thereto without the consent of the related Noteholders for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of such Master Sale Terms and Sale Agreements or of modifying in any
manner the rights of such Noteholders ; provided that such action will not, in
the opinion of counsel satisfactory to the related Indenture Trustees,
materially and adversely affect the interest of any such Noteholder .
In addition, these Master Sale Terms and any Sale Agreement may also be
amended from time to time by the Seller, the Interim Eligible Lender Trustee,
the Eligible Lender Trustee and the Purchaser, with the consent of the
Noteholders of Notes evidencing a majority of the Outstanding Amount of the
Notes, for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of these Master Sale Terms or any Sale
Agreement or of modifying in any manner the rights of the Noteholders; provided,
--------
however, that no such amendment shall (a) increase or reduce in any manner the
-------
amount of, or accelerate or delay the time of, collections of payments with
respect to Loans or distributions that shall be required to be made for the
benefit of the Noteholders or (b) reduce the aforesaid percentage of the
Outstanding Amount of the Notes, the Noteholders of which are required to
consent to any such amendment, without the consent of all outstanding
Noteholders.
Promptly after the execution of any such amendment or consent (or, in the case
of the Rating Agencies, five Business Days prior thereto), the Eligible Lender
Trustee shall
18
furnish written notification of the substance of such amendment or consent to
the Indenture Trustee, and each of the Rating Agencies.
It shall not be necessary for the consent of Noteholders pursuant to this
Section to approve the particular form of any proposed amendment or consent, but
it shall be sufficient if such consent shall approve the substance thereof.
Prior to the execution of any amendment to these Master Sale Terms, the
Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that execution of such amendment is authorized or permitted by
this Sale Agreement and the Opinion of Counsel referred to in Section 7.1 I(i)
of the Administration Agreement. The Eligible Lender Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Eligible Lender
Trustee's own rights, duties or immunities under this Agreement or otherwise.
SECTION 18. NONPETITION COVENANTS
---------------------
Notwithstanding any prior termination of these Master Sale Terms, Seller and
the Interim Eligible Lender Trustee shall not acquiesce, petition or otherwise
invoke or cause Purchaser to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against Purchaser
under any Federal or state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of Purchaser or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Purchaser.
Notwithstanding any prior termination of these Master Sale Terms, the Eligible
Lender Trustee and the Purchaser shall not acquiesce, petition or otherwise
invoke or cause Seller to invoke the process of commencing or sustaining a case
against the Seller under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of Seller or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the
Purchaser.
SECTION 19. ASSIGNMENT
----------
Seller and the Interim Eligible Lender Trustee each hereby assigns its entire
right, title and interest as purchaser and as the Interim Eligible Lender
Trustee under the Purchase Agreement Master Securitization Terms Number 1000 and
any Purchase Agreement thereunder to Purchaser as of the date hereof and
acknowledges that the Purchaser and the Eligible Lender Trustee on behalf of the
Purchaser will assign the same, together with the right, title and interest of
the Purchaser and the Eligible Lender Trustee hereunder, to the Indenture
Trustee under the Indenture.
19
SECTION 20. GOVERNING LAW
-------------
These Master Sale Terms and any Sale Agreements shall be governed by and
construed in accordance with the laws of the State of New York without reference
to its conflict of law provisions, and the obligations, rights and remedies of
the parties, hereunder shall be determined in accordance with such laws.
20
SLM FUNDING CORPORATION SLM STUDENT LOAN TRUST 2001-3
--------------------------------------------------- --------------------------------------------------
(Seller) (Purchaser)
by Chase Manhattan Bank USA, National Association,
not in its individual capacity but solely as
Eligible Lender Trustee
By: /s/ XXXXXXX M.E. XXXXXX XX. By: /s/ XXXX X. XXXXXX
---------------------------- ----------------------------
Name: Xxxxxxx M.E. Xxxxxx Xx. Name: Xxxx X. Xxxxxx
-------------------------- --------------------------
Title: Treasurer Title: Vice President
-------------------------- --------------------------
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not
---------------------------------------------- -----------------------------------------------
not in its individual capacity but solely as in its individual capacity but solely as Eligible
Interim Eligible Lender Trustee Lender Trustee
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
----------------------------- ----------------------------
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
--------------------------- --------------------------
Title: Vice President Title: Vice President
-------------------------- --------------------------
21
SALE AGREEMENT
Dated as of August 2, 2001
SALE AGREEMENT NUMBER 1
Each of the Chase Manhattan Bank USA, National Association as Interim
Eligible Lender Trustee (the "Interim Eligible Lender Trustee") for the
benefit of SLM Funding Corporation (the "Seller") and the Seller hereby offer
for sale to the Eligible Lender Trustee on behalf of SLM Student Loan Trust
2001-3 ("Purchaser") the entire right, title and interest of the Seller and
the Interim Eligible Lender Trustee in the Loans described in the Xxxx of Sale
and Loan Transmittal Summary Form incorporated herein and, to the extent
indicated below, the Eligible Lender Trustee on behalf of the Purchaser
accepts the Seller's and the Interim Eligible Lender Trustee's offer. In
order to qualify as Eligible Loans, no payment of principal or interest shall
be more than 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 Price, each of the Seller and the Interim
Eligible Lender Trustee for the benefit of the Seller hereby sells to the
Eligible Lender Trustee for the benefit of the Purchaser the entire right,
title and interest of the Seller and the Interim Eligible Lender Trustee in
the Loans accepted for purchase, subject to all the terms and conditions of
the Sale Agreement Master Securitization Terms Number 1000 ("Master Sale
Terms") and amendments, each incorporated herein by reference, among Seller,
Interim Eligible Lender Trustee, Purchaser, and the 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 Sale Agreement as referred to in the
Master Sale Terms and, except as modified herein, each term used herein shall
have the same meaning as in the Master Sale Terms. All references in the
Master Sale Terms to Loans or Eligible Loans shall be deemed to refer to the
Loans governed by this Sale Agreement. Seller hereby makes, as of the date
hereof, all the representations and warranties contained in the Master Sale
Terms and makes such representations and warranties with respect to the Loans
governed by this Sale Agreement.
Each of the Seller and the Interim Eligible Lender Trustee for the benefit
of the Seller authorizes the Eligible Lender Trustee for the benefit of the
Purchaser to use a copy of the Xxxx of Sale, including the Loan Transmittal
Summary Form attached to the Xxxx of Sale (in lieu of OE Form 1074) as
official notification to the applicable Guarantors of assignment to the
Eligible Lender Trustee for the benefit of the Purchaser of the Loans on the
date of purchase.
1
The parties hereto intend that the transfer of Loans described in the Xxxx of
Sale and Loan Transmittal Summary Form be, and be construed as, a valid sale of
such Loans. However, in the event that notwithstanding the intentions of the
parties, such transfer is deemed to be a transfer for security, then each of the
Interim Eligible Lender Trustee and the Seller hereby grants to the Eligible
Lender Trustee on behalf of the Purchaser a first priority security interest in
and to all Loans described in the Xxxx of Sale and Loan Transmittal Summary Form
to secure a loan in an amount equal to the Purchase Price of such Loans.
SLM FUNDING CORPORATION SLM STUDENT LOAN TRUST 2001-3
--------------------------------------------------- --------------------------------------------------
(Seller) (Purchaser)
by Chase Manhattan Bank USA, National Association,
not in its individual capacity but solely as
Eligible Lender Trustee
By: ____________________________ By: ____________________________
Name: __________________________ Name: __________________________
Title: __________________________ Title: __________________________
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not
---------------------------------------------- -----------------------------------------------
not in its individual capacity but solely as in its individual capacity but solely as Eligible
Interim Eligible Lender Trustee Lender Trustee
By: ____________________________ By: ____________________________
Name: __________________________ Name: __________________________
Title: __________________________ Title: __________________________
2
SALE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED AUGUST 2, 2001
----------------------------------------
SLM Funding Corporation ("Seller") and Chase Manhattan Bank USA, National
Association as Interim Eligible Lender Trustee for the benefit of the Seller,
by execution of this instrument, hereby endorses the attached promissory note
which is one (1) of the promissory notes ("the Notes") described in the Xxxx of
Sale executed by the Seller and the Interim Eligible Lender Trustee for the
benefit of the Seller in favor of Chase Manhattan Bank USA, National Association
as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2001-3 (the
"Purchaser"). This endorsement is in blank, unrestricted form and without
recourse except as provided in Section 6 of the Master Sale Terms referred to in
the Sale Agreement among Seller, Purchaser, Interim Eligible Lender Trustee, and
the Eligible Lender Trustee which covers this promissory note.
This endorsement may be effected by attaching either this instrument or a
facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, the Interim Eligible Lender Trustee for the
benefit of the Seller agrees to individually endorse each Note in the form
provided by Purchaser as Purchaser may from time to time require or if such
individual endorsement is required by the Guarantor of the Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE SALE AGREEMENT
MASTER LOAN SECURITIZATION TERMS 1000. BY EXECUTION HEREOF, THE SELLER
ACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL
TERMS, CONDITIONS AND COVENANTS OF THE SALE AGREEMENT (" SALE AGREEMENT"). THE
SALE AND PURCHASE SHALL BE CONSUMMATED UPON PURCHASER'S PAYMENT TO SELLER OF THE
INITIAL PAYMENT AS DEFINED IN THE MASTER SALE TERMS AND, UNLESS OTHERWISE AGREED
BY SELLER AND PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE.
1
--------------------------------------------------- --------------------------------------------------
SELLER PURCHASER
--------------------------------------------------- --------------------------------------------------
Chase Manhattan Bank USA, National Association Chase Manhattan Bank USA, National Association
not in its individual capacity but solely as not in its individual capacity but solely as
Interim Eligible Lender Trustee for the Benefit Eligible Lender Trustee on behalf of SLM
of SLM Funding Corporation Student Loan Trust 2001-3
Lender Code: 833 253 By: ____________________________________________
(Signature of Authorized Signatory for Purchaser)
By: _________________________________
(Signature of Authorized Officer) Name: __________________________________________
Name: _______________________________ Title: _________________________________________
Title: ______________________________ Date of Purchase: _______________________________
--------------------------------------------------- --------------------------------------------------
2
XXXX OF SALE DATED AUGUST 2, 2001
The undersigned SLM Funding Corporation ("Seller") and Chase Manhattan Bank
USA, National Association as Interim Eligible Lender Trustee for the benefit of
the Seller under the Interim Trust Agreement dated as of August 1, 2001
("Interim Eligible Lender Trustee"), for value received and pursuant to the
terms and conditions of Sale Agreement Number 1 ("Sale Agreement") among Seller,
the Interim Eligible Lender Trustee, SLM Student Loan Trust 2001-3 ("Purchaser")
and Chase Manhattan Bank USA, National Association as the Eligible Lender
Trustee, do hereby sell, assign and convey to the Eligible Lender Trustee on
behalf of Purchaser and its assignees all right, title and interest of Seller
and the Interim Eligible Lender Trustee, including the insurance interest of
Seller and the Interim Eligible Lender Trustee under the Federal Family
Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein
------
which the Eligible Lender Trustee on behalf of Purchaser has accepted for
purchase. The portfolio accepted for purchase by the Eligible Lender Trustee on
behalf of Purchaser and the effective date of sale and purchase are described
below and the individual Accounts are listed on the Schedule A attached hereto.
Seller hereby makes the representations and warranties set forth in Section 5
of the Sale Agreement Master Securitization Terms Number 1000 incorporated by
reference in the Sale Agreement. Seller and the Interim Eligible Lender Trustee
authorize the Eligible Lender Trustee on behalf of Purchaser to use a copy of
this document (in lieu of OE Form 1074) as official notification to the
Guarantor(s) of assignment to the Eligible Lender Trustee on behalf of Purchaser
of the Loans on the date of purchase.
LISTING OF LOANS ON FOLLOWING PAGE
1
[INSERT TABLE]
2
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 Seller's estimated calculations, which may be adjusted upward or
downward based upon Purchaser's reconciliation.
**Includes interest to be capitalized.
3
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
4
--------------------------------------------------- --------------------------------------------------
SELLER PURCHASER
--------------------------------------------------- --------------------------------------------------
Chase Manhattan Bank USA, National Association, Chase Manhattan Bank USA, National Association,
not in its individual capacity but solely as not in its individual capacity but solely as
Interim Eligible Lender Trustee on behalf of SLM Eligible Lender Trustee on behalf of SLM
Funding Corporation Student Loan Trust 2001-3
Lender Code: ______________
By: _________________________________ By: ____________________________________________
(Signature of Authorized Officer) (Signature of Authorized Signatory for Purchaser)
Name: _______________________________
Title: ______________________________
Name: __________________________________________
SLM FUNDING CORPORATION
Title: _________________________________________
Name: __________________________________________
Date of Purchase: _______________________________
Title: _________________________________________
--------------------------------------------------- --------------------------------------------------
5
