EXHIBIT 99.2
SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Sale Agreement Master Securitization Terms Number 1000 ("Master Sale
Terms") dated as of March 19, 1998 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 March 1, 1998 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 1998-1
(the "Eligible Lender Trustee"), and SLM Student Loan Trust 1998-1 (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
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Sale Agreement conflict with the terms of these Master Sale Terms, the terms of
such Sale Agreement shall supersede and govern.
SECTION 2. DEFINITIONS
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Capitalized terms used but not otherwise defined herein shall have the
definitions set forth in Appendix A hereto.
For purposes hereof:
(A) "Account" means all of the Eligible Loans hereunder of one (1)
Borrower that are of the same Loan type made under the identical subsection
of the Higher Education Act and in the same status.
(B) "Xxxx of Sale" means that document executed by an authorized officer
of 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 with respect to the first sale hereunder, February
9, 1998, 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) "Deferred Payment" means all amounts equal to amounts distributed to
the Seller pursuant to Section 2.8C(G) of the Administration Agreement
(exclusive of the amount of any such distribution attributable to the
reduction from time to time of the Specified Reserve Account Balance).
(G) "Delinquent" means the period any payment of principal or interest due
on the Loan is overdue.
(H) "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
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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 Consolidation Loan, a PLUS Loan or SLS Loan;
(ii) is owned by Seller and is fully disbursed;
(iii) is guaranteed as to principal and interest by the applicable
Guarantor to the maximum extent permitted by the Higher Education Act
for such Loan;
(iv) bears interest at a stated rate of not less than the maximum rate
permitted under the Higher Education Act for such Loan;
(v) is eligible for the payment of the quarterly special allowance at
the full and undiminished rate established under the formula set forth
in the Higher Education Act for such Loan;
(vi) if not yet in repayment status, is eligible for the payment of
interest benefits by the Secretary or, if not so eligible, is a Loan
for which interest either is billed quarterly to Borrower or deferred
until commencement of the repayment period, in which case such accrued
interest is subject to capitalization to the full extent permitted by
the applicable Guarantor;
(vii) is supported by the following documentation:
(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
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Principal Balance and the date through which interest
has been paid, each as of the Cutoff Date and (ii) an
accounting of the allocation of all payments by
Borrower or on Borrower's behalf to principal and
interest on the Loan,
2. documentation which supports periods of current or past
deferment or past forbearance,
3. a collection history, if the Loan was ever in a
delinquent status, including detailed summaries of
contacts and including the addresses or telephone
numbers used in contacting or attempting to contact
Borrower and any endorser and, if required by the
Guarantor, copies of all letters and other
correspondence relating to due diligence processing,
4. evidence of all requests for skip-tracing assistance
and current address of Borrower, if located,
5. evidence of requests for pre-claims assistance, and
evidence that the Borrower's school(s) have been
notified,
6. a record of any event resulting in a change to or
confirmation of any data in the Loan file.
(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.
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(M) "PLUS Loan" means a Loan which was made pursuant to the PLUS Program
established under Section 428B of the Higher Education Act(or predecessor
provisions).
(N) "Principal Balance" means the outstanding principal amount of the
Loan, plus interest expected to be capitalized (if any), less amounts which
may not be insured (such as late charges).
(O) "Purchase Price" means the sum of the Initial Payment and Deferred
Payment.
(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
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.
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(C) Interest Subsidy And Special Allowance Payments And Rebate Fees
On the date of the Xxxx of Sale, 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 date of the Xxxx of Sale. 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 date of
the Xxxx of Sale.
(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 Mae subject to the terms
and conditions of Section 3.12 of the Servicing Agreement.
(E) Deferred Payment
Receipt by the Seller of amounts distributed to the Seller pursuant to
Section 2.8C(G) of the Administration Agreement (exclusive of the amount of
any such distribution attributable to the reduction from time to time of
the Specified Reserve Account Balance) shall constitute payment to the
Seller of the Deferred Payment portion of the Purchase Price.
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,
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selling, assigning and conveying to the Eligible Lender Trustee for
the benefit of the Purchaser and its
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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 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
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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 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
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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 title to, and is the sole owner
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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) 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;
(iii) The Interim Eligible Lender Trustee and the Seller are
authorized to sell, assign, transfer and repurchased 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;
(iv) 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);
(v) 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;
(vi) 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 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;
(vii) Due diligence and reasonable care have been exercised in the
making, administering, servicing and
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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;
(viii) All origination fees authorized to be collected pursuant to
Section 438 of the Higher Education Act have been paid to the
Secretary;
(ix) Each Loan has been duly made and serviced in accordance with the
provisions of all applicable federal and state laws;
(x) 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;
(xi) 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;
(xii) There is only one original executed copy of the promissory note
evidencing each Loan; and
(xiii) 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
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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
(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 nonguaranteed
interest amounts and forfeited Interest Subsidy Payments and Special Allowance
Payments with respect to such Trust Student Loan. In consideration of the
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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 nonguaranteed 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 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:
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(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 and the
Certificateholders.
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 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
nonguaranteed 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, the Certificateholders 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
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AND FORWARD COMMUNICATIONS
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(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
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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
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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.
(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.
15
(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.
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
16
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, the Noteholders or the Certificateholders 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
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
17
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.
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.
18
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 or
Certificateholders 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 or
Certificateholders; provided that such action will not, in the opinion of
counsel satisfactory to the related Eligible Lender Trustees, materially and
adversely affect the interest of any such Noteholder or Certificateholder.
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 and the consent of the Certificateholders of Certificates evidencing a
majority of the Certificate Balance, 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 or the Certificateholders; 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 the
Certificateholders or (b) reduce the aforesaid percentage of the Outstanding
Amount of the Notes and the Certificate Balance of Certificates, the Noteholders
or the Certificateholders of which are required to consent to any such
amendment, without the consent of all outstanding Noteholders and
Certificateholders.
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 furnish written notification of the substance of such
amendment or consent to the Indenture Trustee, each Certificateholder, and each
of the Rating Agencies.
19
It shall not be necessary for the consent of Certificateholders or
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.
20
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.
21
SLM STUDENT LOAN TRUST 1998-1 SLM FUNDING CORPORATION
(Purchaser) (Seller)
by Chase Manhattan Bank USA,
National Association
not in its individual capacity
but solely as Eligible Lender By: /s/ XXXXXXX M.E. XXXXXX, JR.
-------------------------------------
Trustee
Name: Xxxxxxx M.E. Xxxxxx, Jr.
-----------------------------------
By: /s/ XXXX X. XXXXXX Title: Vice President
------------------------------ ----------------------------------
Name: ___________________________
Title:___________________________
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION NATIONAL ASSOCIATION
(Not in its individual (Not in its individual capacity
capacity but solely as but solely as Interim Eligible
Eligible Lender Trustee) Lender Trustee)
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
------------------------------ -------------------------------------
Name: ___________________________ Name: __________________________________
Title:___________________________ Title:__________________________________
22
ATTACHMENT A
SALE AGREEMENT
Dated as of March 19, 1998
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 1998-1
("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 February
9, 1998.
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 $3,029,016,873.25 (equal to $3,036,539,775.25
(representing the offering price of the Securities less underwriters'
commissions and reimbursements to the underwriters) less $7,497,902
(representing the Reserve Account Initial Deposit) less $25,000 (representing
the initial deposit into the Collection Account).
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
6
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.
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.
2
SLM FUNDING CORPORATION SLM STUDENT LOAN TRUST 1998-1
----------------------- -----------------------------
(Seller) (Purchaser)
by Chase Manhattan Bank USA,
National Association
not in its individual capacity but
By:____________________________ solely as Eligible Lender Trustee
Name:__________________________
Title:_________________________ By:________________________________
Name:______________________________
Title:_____________________________
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
------------------------- -------------------------
NATIONAL ASSOCIATION NATIONAL ASSOCIATION
-------------------- --------------------
(not in its individual (not in its individual
capacity but solely as Interim capacity but solely as Eligible
Eligible Lender Trustee) Lender Trustee)
By:____________________________ By:____________________________
Name:__________________________ Name:__________________________
Title:_________________________ Title:_________________________
3
SALE AGREEMENT NUMBER 1
--
BLANKET ENDORSEMENT DATED MARCH 19, 1998
----------------------------------------
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 1998-1 (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.
--------------------------------------- ------------------------------------
SELLER PURCHASER
_________________________________ _______________________________
Chase Manhattan Bank USA, National Chase Manhattan Bank USA,
Association not in its individual National Association
capacity but solely in its individual not in its individual capacity
capacity but solely as Interim Eligible but solely as Eligible Lender
Lender Trustee for the Benefit of SLM Trustee on behalf of SLM
Funding Corporation Student Loan Trust 1998-1
Lender Code: 833 253 By: ___________________________
(Signature of Authorized
By: ____________________________ Signatory for Purchaser)
(Signature of Authorized
Officer) Name: _________________________
Name: __________________________ Title: ________________________
Title: _________________________ Date of Purchase: Mar. 19, 1998
--------------------------------------- ------------------------------------
-------------------------------------------------------------------
NOTE: Boxed areas on this form are to be completed by Purchaser.
-------------------------------------------------------------------
ATTACHMENT B
XXXX OF SALE DATED MARCH 19, 1998
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 March 1, 1998 ("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 1998-1 ("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
OFFERED BY ACCEPTED BY ELIGIBLE
SELLER LENDER TRUSTEE
NUMBER OF PRINCIPAL NUMBER OF PRINCIPAL
LOAN TYPE LOANS* BALANCE** LOANS* BALANCE**
--------------------------------------------------------------------------
SUBSIDIZED XXXXXXXX
---------- --------
Interim 194,527 666,507,735 194,527 666,507,735
Repayment 304,534 946,021,738 304,534 946,021,738
------- ------------- ------- -------------
499,061 1,612,529,473 499,061 1,612,529,473
UNSUBSIDIZED XXXXXXXX
---------------------
Deferred 82,809 351,843,370 82,809 351,843,370
Repayment 90,496 339,817,780 90,496 339,817,780
------- ------------- ------- -------------
173,305 691,661,150 173,305 691,661,150
PLUS/SLS
--------
Deferred 10,706 58,218,238 10,706 58,218,238
Non-Deferred 43,122 185,989,470 43,122 185,989,470
------- ------------- ------- -------------
53,828 244,207,708 53,828 244,207,708
CONSOLIDATION
-------------
Deferred 2,081 28,172,689 2,081 28,172,689
Repayment 32,984 422,579,840 32,984 422,579,840
------- ------------- ------- -------------
35,065 450,752,529 35,065 450,752,529
TOTAL 761,259 2,999,150,860 761,259 2,999,150,860
======= ============= ======= =============
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.
Guarantor(s):
American Student Assistance Guarantor
California Student Aid Commission
Connecticut Student Loan Foundation
Educational Credit Management Corporation
Florida Department of Education Office of Student Financial Assistance
Great Lakes Higher Education Corporation
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
New Jersey Higher Education Assistance Authority
N.Y. State Higher Education Services Corporation
Northstar Guarantee Inc.
Northwest Education Loan Association
Oklahoma State Regents for Higher Education
Oregon State Scholarship Commission
Pennsylvania Higher Education Assistance Agency
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
-------------------------------------
SELLER
PURCHASER
_________________________________
Chase Manhattan Bank USA, National Chase Manhattan Bank USA,
Association not in its National Association,
individual capacity but solely as not in its individual capacity
Interim Eligible Lender Trustee on but solely as Eligible Lender
behalf of SLM Funding Corporation Trustee on behalf of SLM
Student Loan Trust 1998-1
Lender Code: _____________
By:____________________________
By:______________________________ (Signature of Authorized
(Signature of Authorized Officer) Signatory for Purchaser)
Name:____________________________ Name: _________________________
Title:___________________________ Title: ________________________
SLM FUNDING CORPORATION Date of Purchase: Mar. 19, 1998
-------------------------------------
By:______________________________
(Signature of Authorized Officer)
Name:____________________________
Title:___________________________
------------------------------------------------------
NOTE: Boxed areas are for completion by Purchaser
------------------------------------------------------
SALE AGREEMENT
Dated as of March 19, 1998
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 1998-1
("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 February
9, 1998.
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 $3,029,016,873.25 (equal to $3,036,539,775.25
(representing the offering price of the Securities less underwriters'
commissions and reimbursements to the underwriters) less $7,497,902
(representing the Reserve Account Initial Deposit) less $25,000 (representing
the initial deposit into the Collection Account).
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.
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 1998-1
------------------------- -----------------------------
(Seller) (Purchaser)
by Chase Manhattan Bank USA,
National Association
not in its individual capacity but
By: /s/ XXXXXXX M.E. XXXXXX, JR. solely as Eligible Lender Trustee
------------------------------
Name:____________________________
Title:___________________________ By: /s/ XXXX X. XXXXXX
---------------------------------
Name:_______________________________
Title:______________________________
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
------------------------- -------------------------
NATIONAL ASSOCIATION NATIONAL ASSOCIATION
-------------------- --------------------
(not in its individual (not in its individual
capacity but solely as Interim capacity but solely as Eligible
Eligible Lender Trustee) Lender Trustee)
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
------------------------------ ---------------------------------
Name:____________________________ Name:_______________________________
Title:___________________________ Title:______________________________
SALE AGREEMENT NUMBER 1
--
BLANKET ENDORSEMENT DATED MARCH 19, 1998
----------------------------------------
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 1998-1 (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.
-------------------------------------- -----------------------------------
SELLER PURCHASER
_________________________________ _______________________________
Chase Manhattan Bank USA, National Chase Manhattan Bank USA,
Association not in its individual National Association
capacity but solely in its individual not in its individual capacity
capacity but solely as Interim Eligible but solely as Eligible Lender
Lender Trustee for the Benefit of SLM Trustee on behalf of SLM
Funding Corporation Student Loan Trust 1998-1
Lender Code: 833 253
By: /s/ XXXX X. XXXXXX
By: /s/ XXXX X. XXXXXX ---------------------------
----------------------------- (Signature of Authorized
(Signature of Authorized Signatory for Purchaser)
Officer)
Name: _________________________
Name: ___________________________
Title: ________________________
Title: __________________________
Date of Purchase: Mar. 19, 1998
--------------------------------------
-----------------------------------
--------------------------------------------------------------------
NOTE: Boxed areas on this form are to be completed by Purchaser.
--------------------------------------------------------------------
XXXX OF SALE DATED MARCH 19, 1998
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 March 1, 1998 ("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 1998-1 ("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
OFFERED BY ACCEPTED BY ELIGIBLE
SELLER LENDER TRUSTEE
NUMBER OF PRINCIPAL NUMBER OF PRINCIPAL
LOAN TYPE LOANS* BALANCE** LOANS* BALANCE**
--------------------------------------------------------------------------
SUBSIDIZED XXXXXXXX
-------------------
Interim 194,527 666,507,735 194,527 666,507,735
Repayment 304,534 946,021,738 304,534 946,021,738
------- ------------- ------- -------------
499,061 1,612,529,473 499,061 1,612,529,473
UNSUBSIDIZED XXXXXXXX
------------ --------
Deferred 82,809 351,843,370 82,809 351,843,370
Repayment 90,496 339,817,780 90,496 339,817,780
------- ------------- ------- -------------
173,305 691,661,150 173,305 691,661,150
PLUS/SLS
--------
Deferred 10,706 58,218,238 10,706 58,218,238
Non-Deferred 43,122 185,989,470 43,122 185,989,470
------- ------------- ------- -------------
53,828 244,207,708 53,828 244,207,708
CONSOLIDATION
-------------
Deferred 2,081 28,172,689 2,081 28,172,689
Repayment 32,984 422,579,840 32,984 422,579,840
------- ------------- ------- -------------
35,065 450,752,529 35,065 450,752,529
TOTAL 761,259 2,999,150,860 761,259 2,999,150,860
======= ============= ======= =============
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.
Guarantor(s):
American Student Assistance Guarantor
California Student Aid Commission
Connecticut Student Loan Foundation
Educational Credit Management Corporation
Florida Department of Education Office of Student Financial Assistance
Great Lakes Higher Education Corporation
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
New Jersey Higher Education Assistance Authority
N.Y. State Higher Education Services Corporation
Northstar Guarantee Inc.
Northwest Education Loan Association
Oklahoma State Regents for Higher Education
Oregon State Scholarship Commission
Pennsylvania Higher Education Assistance Agency
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
-------------------------------------
SELLER
PURCHASER
_________________________________
Chase Manhattan Bank USA, National
Association not in its Chase Manhattan Bank USA,
individual capacity but solely as National Association,
Interim Eligible Lender Trustee on not in its individual capacity
behalf of SLM Funding Corporation but solely as Eligible Lender
Trustee on behalf of SLM
Lender Code: _____________ Student Loan Trust 1998-1
By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
----------------------------- ----------------------------
(Signature of Authorized Officer) (Signature of Authorized
Signatory for Purchaser)
Name:____________________________
Name: _________________________
Title:___________________________
Title: ________________________
SLM FUNDING CORPORATION Date of Purchase: Mar. 19, 1998
-------------------------------------
By: /s/ XXXXXXX M.E. XXXXXX, JR.
-----------------------------
(Signature of Authorized Officer)
Name: Xxxxxxx M.E. Xxxxxx, Jr.
----------------------------
Title: Treasurer and Controller
----------------------------
------------------------------------------------------
NOTE: Boxed areas are for completion by Purchaser
------------------------------------------------------
