Exhibit 99.2
SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Sale Agreement Master Securitization Terms Number 1000 ("Master
Sale Terms") dated as of May 14, 2002 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 May 1, 2002 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 2002-3
(the "Eligible Lender Trustee"), and SLM Student Loan Trust 2002-3 (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
-----
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.
1
SECTION 2. DEFINITIONS
-----------
Capitalized terms used but not otherwise defined herein shall have the
definitions set forth in Appendix A hereto.
For purposes hereof:
(A) "Account" means all of the Eligible Loans hereunder of one (1)
Borrower that are of the same Loan type made under the identical
subsection of the Higher Education Act and in the same status.
(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 April 8, 2002 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;
2
(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,
3
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).
4
(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
-------------
(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
5
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
-----------------------------------------
(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 representations and
warranties made by Seller in Section 5 of these Master
6
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
7
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 ELIGIBLE LENDER TRUSTEE
--------------------------------------------------------------------
(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 applicable UCC) in the Loans in
favor of the Eligible
8
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 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
9
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
10
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
11
(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
----------------------------------------------
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 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
12
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
13
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, 2002-3
----------------------- ------------------------------
(Seller) (Purchaser)
by Chase Manhattan Bank USA,
National Association, not in its
individual capacity but solely as
Eligible Lender Trustee
By: /s/ J. XXXXX XXXXXX By: /s/ XXXX X. XXXXXX
--------------------------- -----------------------------
Name: J. Xxxxx Xxxxxx Name: Xxxx X. Xxxxxx
------------------------- ---------------------------
Title: Chief Financial Officer Title: Vice President
------------------------ ---------------------------
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA, NATIONAL
------------------------ ------------------------ --------
NATIONAL ASSOCIATION, not in its ASSOCIATION, not in its individual
-------- ----------- -----------
individual capacity but solely as 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 May 14, 2002
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 2002-3 ("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 April 8, 2002.
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 the Seller, the Interim Eligible Lender Trustee, the Purchaser, and
the Eligible Lender Trustee. The Initial Payment of the Loans shall equal
$1,524,091,503 (equal to $1,527,877,800 (representing the sale price of the
Securities less underwriters' commissions and fees) less $3,743,797
(representing the Reserve Account Initial Deposit) less $0 (representing the
Capitalized Interest Account Initial Deposit) less $42,500 (representing the
upfront fee on the Swap Agreement)).
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, 2002-3
----------------------- ------------------------------
(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 CHASE MANHATTAN BANK USA, NATIONAL
---------------------------------- ----------------------------------
ASSOCIATION, not in its individual ASSOCIATION, not capacity but
----------- -----------
capacity solely as Interim in its individual but solely as
Eligible Lender Trustee Eligible Lender Trustee
By: ____________________________
By: _____________________________
Name: __________________________
Name: ____________________________
Title: __________________________
Title: ___________________________
2
SALE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED MAY 14, 2002
--------------------------------------
Chase Manhattan Bank USA, National Association as Interim Eligible
Lender Trustee for the benefit of SLM Funding Corporation (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 2002-3 (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
------
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
Lender Code: 833 253
By: _______________________________
(Signature of Authorized Officer)
Name: _____________________________
Title: ____________________________
----------------------------------------
----------------------------------------
PURCHASER
---------
Chase Manhattan Bank USA,
National Association not in its
individual capacity but solely as
Eligible Lender Trustee on behalf
of SLM Student Loan Trust 2002-3
By: ______________________________
(Signature of Authorized Signatory
for Purchaser)
Name: _____________________________
Title: ____________________________
Date of Purchase: _________________
----------------------------------------
2
XXXX OF SALE DATED MAY 14, 2002
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 May 14, 2002
("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 2002-3 ("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/
__________________
/1/ After the Cutoff Date, Xxxxxx Xxx determined that $830,648.57 of the Trust
Student Loans (identified the "Exceptions List" attached hereto) on the listing
of loans on the following page were ineligible for sale to Funding and to the
Trust and will not be sold hereunder. On the Closing Date, $830,648.57 plus
$2,656.21 (representing accrued interest, at the weighted average effective
interest rate to the holder of those student loans, from the Cutoff Date to the
Closing Date) will be deposited by Xxxxxx Mae into the Collection Account in
lieu of those student loans. This amount will be included with other Available
Funds on the first Distribution Date.
1
SLM Student Loan Trust 2002-3
Listing of Loans
Offered by Seller Accepted by Eligible Lender Trustee
Loan Type Number of Loans Principal Balance Number of Loans Principal Balance
----------- ----------------- ----------------- --------------- -----------------
Subsidized Xxxxxxxx 213,943 $ 740,364,594 213,943 $ 740,364,594
UnSubsidized Xxxxxxxx 130,875 $ 599,297,322 130,875 $ 599,297,322
SLS 1,908 $ 8,250,979 1,908 $ 8,250,979
PLUS 19,018 $ 148,776,906 19,018 $ 148,776,906
Consolidation 0 $ 0 0 $ 0
----------------------------------------- ----------------------------------------
Total 365,744 $1,496,689,801 365,744 $1,496,689,801
Offered by Seller Accepted by Eligible Lender Trustee
Payment Status Number of Loans Principal Balance Number of Loans Principal Balance
--------------- ---------------- ------------------ --------------- -----------------
In School 109,240 $ 450,441,256 109,240 $ 450,441,256
Grace 56,126 $ 175,972,261 56,126 $ 175,972,261
Deferral 22,340 $ 101,939,977 22,340 $ 101,939,977
Forbearance 33,350 $ 150,820,630 33,350 $ 150,820,630
Repayment 144,688 $ 617,515,677 144,688 $ 617,515,677
-------- -------------- -------- --------------
Total 365,744 $1,496,689,801 365,744 $1,496,689,801
2
ADDITIONAL LOAN CRITERIA
------------------------
[X] Not in claims status, not previously rejected
[X] Not in litigation
[X] Last disbursement is greater than 120 days from cutoff date
[X] 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
--------------------------------------------------------------------------------
Chase Manhattan Bank USA, National Association, not in its individual capacity
but solely as Interim Eligible Lender Trustee on behalf of SLM Funding
Corporation
Lender Code:__________________________
By: __________________________________
(Signature of Authorized Officer)
Name: ________________________________
Title: _______________________________
SLM FUNDING CORPORATION
Name: ________________________________
Title: _______________________________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PURCHASER
--------------------------------------------------------------------------------
Chase Manhattan Bank USA, National Association, not in its individual capacity
but solely as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2002-3
By: _________________________________
(Signature of Authorized Signatory for Purchaser)
Name: ________________________________
Title: _______________________________
Date of Purchase: ____________________
--------------------------------------------------------------------------------
5
