EXHIBIT 99.1
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000
("Master Terms") dated as of June 5, 2003 among SLM Funding LLC ("Funding"),
Chase Manhattan Bank USA, National Association, not in its individual capacity
but solely as Interim Eligible Lender Trustee (the "Interim Eligible Lender
Trustee") for the benefit of Funding under the Interim Trust Agreement dated as
of June 1, 2003 among Funding, the Interim Eligible Lender Trustee and Student
Loan Marketing Association ("▇▇▇▇▇▇ ▇▇▇"), shall be effective upon execution by
the parties hereto. References to Funding herein mean the Interim Eligible
Lender Trustee for all purposes involving the holding or transferring of legal
title to the Eligible Loans.
WHEREAS, ▇▇▇▇▇▇ Mae is the owner of certain student loans guaranteed
under the Higher Education Act;
WHEREAS, ▇▇▇▇▇▇ ▇▇▇ may desire to sell its interest in such loans from
time to time and Funding may desire to purchase such loans from ▇▇▇▇▇▇ Mae;
WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal
title to, and serve as eligible lender trustee with respect to, such loans on
behalf of Funding;
NOW, THEREFORE, in connection with the mutual promises contained herein,
the parties hereto agree as follows:
SECTION 1. TERMS
These Master Terms establish the terms under which ▇▇▇▇▇▇ ▇▇▇ may sell
and Funding (and with respect to legal title, the Interim Eligible Lender
Trustee on behalf of Funding) may purchase the Loans (and all obligations of the
Borrowers thereunder) specified on each Purchase Agreement as the parties may
execute from time to time pursuant to these Master Terms. Each such Purchase
Agreement shall be substantially in the form of Attachment A hereto,
incorporating by reference the terms of these Master Terms, and shall be a
separate agreement among ▇▇▇▇▇▇ Mae, Funding, and the Interim Eligible Lender
Trustee on behalf of Funding with respect to the Loans covered by the terms of
such Purchase Agreement. If the terms of a Purchase Agreement conflict with the
terms of these Master Terms, the terms of such Purchase Agreement shall
supersede and govern.
SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein shall have the
definitions set forth in Appendix A hereto.
For purposes hereof:
(A) "Account" means all of the Eligible Loans hereunder of one (1)
Borrower that are of the same Loan type made under the identical
subsection of the Higher Education Act and in the same status.
(B) "▇▇▇▇ of Sale" means that document executed by an authorized
officer of ▇▇▇▇▇▇ Mae which shall set forth the Loans offered by ▇▇▇▇▇▇
Mae and accepted for purchase by the Interim Eligible Lender Trustee for
the benefit of Funding and which shall sell, assign and convey to the
Interim Eligible Lender Trustee for the benefit of Funding and its
assignees all rights, title and interest of ▇▇▇▇▇▇ ▇▇▇ in the Loans
listed on the ▇▇▇▇ of Sale and will certify that the representations and
warranties made by ▇▇▇▇▇▇ ▇▇▇ pursuant to Section 5(A) of these Master
Terms are true and correct.
(C) "Borrower" means the obligor on a Loan.
(D) "Consolidation Loan" means a Loan made pursuant to and in full
compliance with Section 428C of the Higher Education Act.
(E) "Cutoff Date" means May 5, 2003 and, with respect to subsequent
sales hereunder, a date agreed to by ▇▇▇▇▇▇ Mae and Funding to use in
determining the Principal Balance and accrued interest to be capitalized
for purposes of completing the Loan Transmittal Summary Form.
(F) "Delinquent" means the period any payment of principal or
interest due on the Loan is overdue.
(G) "Eligible Loan" means a Loan offered for sale by ▇▇▇▇▇▇ ▇▇▇
under the Purchase Agreement which as of the Cutoff Date is current or
no more Delinquent than permitted under the Purchase Agreement in
payment of principal or interest and which meets the following criteria
as of the effective date of the ▇▇▇▇ of Sale:
(i) is a ▇▇▇▇▇▇▇▇ Loan, a PLUS Loan or an SLS Loan, and is
not a Consolidation Loan;
(ii) is owned by ▇▇▇▇▇▇ Mae and is fully disbursed;
(iii) is guaranteed as to principal and interest by the
applicable Guarantor to the maximum extent permitted by the
Higher Education Act for such Loan;
(iv) bears interest at a stated rate of not less than the
maximum rate permitted under the Higher Education Act for such
Loan;
(v) is eligible for the payment of the quarterly special
allowance at the full and undiminished rate established under
the formula set forth in the Higher Education Act for such Loan;
(vi) if not yet in repayment status, is eligible for the
payment of interest benefits by the Secretary or, if not so
eligible, is a Loan for which interest either is billed
quarterly to Borrower or deferred until commencement of the
repayment period, in which case such accrued interest is subject
to capitalization to the full extent permitted by the applicable
Guarantor;
(vii) is supported by the following documentation:
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(a) for each Loan:
1. loan application, and any supplement thereto,
2. original promissory note and any addendum
thereto (or 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 or the electronic records
evidencing the same),
3. evidence of guarantee,
4. any other document and/or record which Funding
may be required to retain pursuant to 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. 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 A to the Trust Agreement,
evidencing the right to receive payments thereon as set forth in
Sections 2.7C13, 2.8.1D and 2.8.2B2 of the Administration Agreement.
(I) "Initial Payment" means the dollar amount specified in the
applicable Purchase Agreement.
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(J) "Loan" means the Note or Notes offered for sale pursuant to the
Purchase Agreement and related documentation together with any
guaranties and other rights relating thereto including, without
limitation, Interest Subsidy Payments and Special Allowance Payments.
(K) "Loan Transmittal Summary Forms" means the forms provided to
▇▇▇▇▇▇ ▇▇▇ by Funding and completed by ▇▇▇▇▇▇ Mae which list, by
Borrower, the Loans subject to the ▇▇▇▇ 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 that 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 Agreement" means a Purchase Agreement (including any
attachments thereto), substantially in the form of Attachment A hereto,
of which these Master Terms form a part by reference.
(P) "Purchase Price" means the Initial Payment and the Excess
Distribution Certificate.
(Q) "Sale Agreement" means the Sale Agreement Master Securitization
Terms Number 1000 among SLM Funding LLC as Seller, Chase Manhattan Bank
USA, National Association as Interim Eligible Lender Trustee and
Eligible Lender Trustee.
(R) "Secretary" means the United States Secretary of Education or
any successor.
(S) "SLS Loan" means a Loan which was made pursuant to the
Supplemental Loans for Students Program established under Section 428A
of the Higher Education Act (or predecessor provisions), including Loans
referred to as ALAS Loans or Student PLUS Loans.
(T) "▇▇▇▇▇▇▇▇ Loans" mean Subsidized ▇▇▇▇▇▇▇▇ Loans and Unsubsidized
▇▇▇▇▇▇▇▇ Loans.
(U) "Subsidized ▇▇▇▇▇▇▇▇ Loan" means a Loan for which the interest
rate is governed by Section 427A(a) or 427A(d) of the Higher Education
Act.
(V) "Unsubsidized ▇▇▇▇▇▇▇▇ Loan" means a Loan made pursuant to
Section 428H of the Higher Education Act.
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SECTION 3. SALE/PURCHASE
(A) Consummation of Sale and Purchase
The sale and purchase of Eligible Loans pursuant to a Purchase
Agreement shall be consummated upon Funding's receipt from ▇▇▇▇▇▇ Mae of
the ▇▇▇▇ of Sale and the payment by Funding to ▇▇▇▇▇▇ Mae of the Initial
Payment and the assignment to ▇▇▇▇▇▇ ▇▇▇ of the Excess Distribution
Certificate, and when consummated such sale and purchase shall be
effective as of the date of the ▇▇▇▇ of Sale. ▇▇▇▇▇▇ ▇▇▇ and Funding
shall use their best efforts to perform promptly their respective
obligations pursuant to such Purchase Agreement.
(B) Settlement of the Initial Payment
Funding on the date of the ▇▇▇▇ of Sale shall pay ▇▇▇▇▇▇ ▇▇▇ the
Initial Payment by wire transfer of immediately available funds to the
account specified by ▇▇▇▇▇▇ Mae.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
▇▇▇▇▇▇ ▇▇▇ shall be entitled to all Interest Subsidy Payments
and Special Allowance Payments on the Loans accruing prior to the
Cut-off Date. The Interim Eligible Lender Trustee on behalf of Funding
shall be entitled to all Special Allowance Payments and Interest Subsidy
Payments accruing from and after the Cut-off Date.
(D) Special Programs
In consideration of the sale of the Eligible Loans under these
Master Terms and each Purchase Agreement, Funding agrees to cause the
Servicer to offer borrowers of Trust Student Loans all special programs,
whether or not in existence as of the date of any Purchase Agreement,
generally offered to the obligors of comparable loans owned by ▇▇▇▇▇▇
Mae subject to terms and conditions of Section 3.12 of the Servicing
Agreement.
SECTION 4. CONDITIONS PRECEDENT TO PURCHASE
(A) Activities Prior to the Purchase Date
▇▇▇▇▇▇ ▇▇▇ shall provide any assistance requested by Funding in
determining that all required documentation on the Loans is present and
correct.
(B) Continued Servicing
Following the execution of each Purchase Agreement, ▇▇▇▇▇▇ Mae
shall service, or cause to be serviced, all Loans subject to such
Purchase Agreement as required under the Higher Education Act until the
date of the ▇▇▇▇ of Sale.
(C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form
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▇▇▇▇▇▇ ▇▇▇ shall deliver to Funding:
(i) a ▇▇▇▇ of Sale executed by an authorized officer of
▇▇▇▇▇▇ ▇▇▇, covering Loans offered by ▇▇▇▇▇▇ Mae and accepted by
Funding as set forth thereon, selling, assigning and conveying
to the Interim Eligible Lender Trustee on behalf of Funding and
its assignees all right, title and interest of ▇▇▇▇▇▇ ▇▇▇,
including the insurance interest of ▇▇▇▇▇▇ Mae, in each of the
Loans, and stating that the representations and warranties made
by ▇▇▇▇▇▇ ▇▇▇ in Section 5 of these Master Terms are true and
correct on and as of the date of the ▇▇▇▇ of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the ▇▇▇▇
of Sale, identifying each of the Eligible Loans which is the
subject of the ▇▇▇▇ of Sale and setting forth the unpaid
Principal Balance of each such Loan.
(D) Endorsement
▇▇▇▇▇▇ ▇▇▇ shall provide a blanket endorsement transferring the
entire interest of ▇▇▇▇▇▇ Mae in the Loans to the Interim Eligible
Lender Trustee on behalf of Funding with the form of endorsement
provided for in the Purchase Agreement.
At the direction of and in such form as Funding may designate,
▇▇▇▇▇▇ ▇▇▇ also agrees to individually endorse any Eligible Loan as
Funding may request from time to time.
(E) Officer's Certificate
▇▇▇▇▇▇ Mae shall furnish to Funding, with each ▇▇▇▇ of Sale
provided in connection with each purchase of Loans pursuant to these
Master Terms, an Officer's Certificate, dated as of the date of such
▇▇▇▇ of Sale.
(F) Loan Transfer Statement
Upon Funding's request, ▇▇▇▇▇▇ ▇▇▇ shall deliver to Funding one
(1) or more Loan Transfer Statements (Department of Education Form OE
1074 or its equivalent) provided by Funding, executed by ▇▇▇▇▇▇ Mae and
dated the date of the ▇▇▇▇ of Sale. ▇▇▇▇▇▇ Mae agrees that Funding and
the Interim Eligible Lender Trustee may use the ▇▇▇▇ of Sale, including
the Loan Transmittal Summary Form attached to the ▇▇▇▇ of Sale, in lieu
of OE Form 1074, as official notification to the Guarantor of the
assignment by ▇▇▇▇▇▇ ▇▇▇ to the Interim Eligible Lender Trustee on
behalf of Funding of the Loans listed on the ▇▇▇▇ of Sale.
(G) Power of Attorney
▇▇▇▇▇▇ ▇▇▇ hereby grants to Funding and the Interim Eligible
Lender Trustee for the benefit of Funding an irrevocable power of
attorney, which power of attorney is coupled with an interest, to
individually endorse or cause to be individually endorsed in the name of
▇▇▇▇▇▇ Mae any Eligible Loan to evidence the transfer of such Eligible
Loan to Funding and the Interim Eligible Lender Trustee for the benefit
of Funding and to
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cause to be transferred physical possession of any Note from ▇▇▇▇▇▇ ▇▇▇
or the Servicer to Funding or the Interim Eligible Lender Trustee or any
custodian on their behalf.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇ MAE AND INTERIM ELIGIBLE
LENDER TRUSTEE
(A) General
▇▇▇▇▇▇ ▇▇▇ represents and warrants to Funding that with respect
to a portfolio of Loans, as of the date of each Purchase Agreement and
▇▇▇▇ of Sale:
(i) ▇▇▇▇▇▇ ▇▇▇ 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) ▇▇▇▇▇▇ Mae is duly organized and existing under the laws
of the applicable jurisdiction;
(iii) ▇▇▇▇▇▇ ▇▇▇ has all requisite power and authority to
enter into and to perform the terms of these Master Terms and
each Purchase Agreement; and
(iv) ▇▇▇▇▇▇ Mae will not, with respect to any Loan purchased
under Purchase Agreements executed pursuant to these Master
Terms, agree to release any Guarantor from any of its
contractual obligations as an insurer of such Loan or agree
otherwise to alter, amend or renegotiate any material term or
condition under which such Loan is insured, except as required
by law or rules and regulations issued pursuant to law, without
the express prior written consent of Funding.
(B) Particular
▇▇▇▇▇▇ ▇▇▇ represents and warrants to Funding as to the Loans
purchased by Funding under each Purchase Agreement and each ▇▇▇▇ of Sale
executed pursuant these Master Terms that:
(i) ▇▇▇▇▇▇ ▇▇▇ has good and marketable title to, and is the
sole owner of, the Loans, free and clear of all security
interests, liens, charges, claims, offsets, defenses,
counterclaims or encumbrances of any nature and no right of
rescission, offsets, defenses or counterclaims have been
asserted or threatened with respect to the Loans;
(ii) This Agreement creates a valid and continuing security
interest (as defined in the applicable UCC) in the Loans in
favor of the Eligible Lender Trustee, which security interest is
prior to all other security interests, liens, charges, claims,
offsets, defenses, counterclaims or encumbrances, and is
enforceable as such as against creditors of and purchasers from
the Interim Eligible Lender Trustee and the Seller;
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(iii) The Loans constitute "Accounts" within the meaning of
the applicable UCC and are within the coverage of Sections
432(m)(1)(E) and 439(d)(3) of the Higher Education Act;
(iv) The Loans are Eligible Loans and the description of the
Loans set forth in the Purchase Agreement and the Loan
Transmittal Summary Form is true and correct;
(v) ▇▇▇▇▇▇ Mae is authorized to sell, assign, transfer and
repurchase the Loans; and the sale, assignment and transfer of
such Loans is or, in the case of a Loan repurchase by ▇▇▇▇▇▇
Mae, will be made pursuant to and consistent with the laws and
regulations under which ▇▇▇▇▇▇ ▇▇▇ operates, and will not
violate any decree, judgment or order of any court or agency, or
conflict with or result in a breach of any of the terms,
conditions or provisions of any agreement or instrument to which
▇▇▇▇▇▇ Mae is a party or by which ▇▇▇▇▇▇ ▇▇▇ or its property is
bound, or constitute a default (or an event which could
constitute a default with the passage of time or notice or both)
thereunder;
(vi) The Loans are each in full force and effect in
accordance with their terms and are legal, valid and binding
obligations of the respective Borrowers thereunder subject to no
defenses (except the defense of infancy);
(vii) No consents and approvals are required by the terms of
the Loans to the sale of the Loans hereunder to the Eligible
Lender Trustee;
(viii) Each Loan has been duly made and serviced in accordance
with the provisions of the Federal Family Education Loan Program
established under the Higher Education Act, and has been duly
insured by a Guarantor; such guarantee is in full force and
effect and is freely transferable to the Interim Eligible Lender
Trustee, for the benefit and on behalf of Funding, as an
incident to the purchase of each Loan; and all premiums due and
payable to such Guarantor shall have been paid in full as of the
date of the ▇▇▇▇ of Sale;
(ix) Any payments on the Loans received by ▇▇▇▇▇▇ ▇▇▇ which
have been allocated to reduction of principal and interest on
such Loans have been allocated on a simple interest basis; the
information with respect to the Loans as of the Cutoff Date as
stated on the Loan Transmittal Summary Form is true and correct;
(x) Due diligence and reasonable care have been exercised in
the making, administering, servicing and collecting the Loans
and, with respect to any Loan for which repayment terms have
been established, all disclosures of information required to be
made pursuant to the Higher Education Act have been made;
(xi) All origination fees authorized to be collected pursuant
to Section 438 of the Higher Education Act have been paid to the
Secretary;
(xii) Each Loan has been duly made and serviced in accordance
with the provisions of all applicable federal and state laws;
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(xiii) No Loan is more than two hundred and ten (210) days
Delinquent as of the Cutoff Date and no default, breach,
violation or event permitting acceleration under the terms of
any Loan has arisen; and neither ▇▇▇▇▇▇ Mae nor any predecessor
holder of any Loan has waived any of the foregoing other than as
permitted by the Basic Documents;
(xiv) It is the intention of ▇▇▇▇▇▇ ▇▇▇, the Interim Eligible
Lender Trustee and Funding, and ▇▇▇▇▇▇ Mae hereby warrants that,
the transfer and assignment herein contemplated constitute a
valid sale of the Loans from ▇▇▇▇▇▇ ▇▇▇ to the Interim Eligible
Lender Trustee, for the benefit and on behalf of Funding, and
that the beneficial interest in and title to such Loans not be
part of ▇▇▇▇▇▇ Mae's estate in the event of the bankruptcy of
▇▇▇▇▇▇ ▇▇▇ or the appointment of a receiver with respect to
▇▇▇▇▇▇ Mae;
(xv) The Eligible Lender Trustee and the Seller have caused
or will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office in
the appropriate jurisdictions under applicable law in order to
perfect the security interest in the Loans granted to the
Eligible Lender Trustee hereunder;
(xvi) Except for Loans executed electronically, there is only
one original executed copy of the promissory note evidencing
each Loan. For Loans which were executed electronically, the
Servicer has possession of the electronic records evidencing the
promissory note. The Eligible Lender Trustee has in its
possession a copy of the endorsement and Loan Transmittal
Summary Form identifying the Notes that constitute or evidence
the Loans. The Notes that constitute or evidence the Loans do
not have any marks or notations indicating that they have been
pledged, assigned or otherwise conveyed to any Person other than
the Eligible Lender Trustee. All financing statements filed or
to be filed against the Interim Eligible Lender Trustee and the
Seller in favor of the Eligible Lender Trustee in connection
herewith describing the Loans contain a statement to the
following effect: "A purchase of or security interest in any
collateral described in this financing statement will violate
the rights of the Eligible Lender Trustee;"
(xvii) Other than the security interest granted to the Eligible
Lender Trustee pursuant to this Agreement, the Seller and the
Interim Eligible Lender Trustee have not pledged, assigned,
sold, granted a security interest in, or otherwise conveyed any
of the Loans. The Seller and the Interim Eligible Lender Trustee
have not authorized the filing of and are not aware of any
financing statements against the Seller or the Interim Eligible
Lender Trustee that include a description of collateral covering
the Loans other than any financing statement relating to the
security interest granted to the Eligible Lender Trustee
hereunder or that has been terminated. The Seller and the
Interim Eligible Lender Trustee are not aware of any judgment or
tax lien filings against the Seller or the Interim Eligible
Lender Trustee; and
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(xviii) No Borrower of any Loan as of the Cutoff Date is noted
in the related Loan File as being currently involved in a
bankruptcy proceeding.
(C) The Interim Eligible Lender Trustee represents and warrants that
as of the date of each Purchase Agreement and each ▇▇▇▇ of Sale:
(i) The Interim Eligible Lender Trustee is duly organized
and validly existing in good standing under the laws of its
governing jurisdiction and has an office located within the
State of Delaware. It has all requisite corporate power and
authority to execute, deliver and perform its obligations under
this Purchase Agreement;
(ii) The Interim Eligible Lender Trustee has taken all
corporate action necessary to authorize the execution and
delivery by it of these Master Terms and each Purchase
Agreement, and the Purchase Agreement will be executed and
delivered by one of its officers who is duly authorized to
execute and deliver the Purchase Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these
Master Terms and each Purchase Agreement, nor the consummation
by it of the transactions contemplated hereby or thereby nor
compliance by it with any of the terms or provisions hereof or
thereof will contravene any Federal or Delaware state law,
governmental rule or regulation governing the banking or trust
powers of the Interim Eligible Lender Trustee or any judgment or
order binding on it, or constitute any default under its charter
documents or by-laws or any indenture, mortgage, contract,
agreement or instrument to which it is a party or by which any
of its properties may be bound; and
(iv) The Interim Eligible Lender Trustee is an "eligible
lender" as such term is defined in Section 435(d) of the Higher
Education Act, for purposes of holding legal title to the Trust
Student Loans as contemplated by these Master Terms and each
Purchase Agreement and the other Basic Documents, it has a
lender identification number with respect to the Trust Student
Loans from the Department and has in effect a Guarantee
Agreement with each of the Guarantors with respect to the Trust
Student Loans.
SECTION 6. PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
Each party to this Agreement shall give notice to the other parties
promptly, in writing, upon the discovery of any breach of ▇▇▇▇▇▇ Mae's
representations and warranties made pursuant to Section 5 hereof which has a
materially adverse effect on the interest of Funding in any Trust Student Loan.
In the event of such a material breach which is not curable by reinstatement of
the Guarantor's guarantee of such Trust Student Loan, ▇▇▇▇▇▇ Mae shall
repurchase any affected Trust Student Loan not later than 120 days following the
earlier of the date of discovery of such material breach and the date of receipt
of the Guarantor reject transmittal form with respect to such Trust Student
Loan. In the event of such a material breach which is curable by reinstatement
of the Guarantor's guarantee of such Trust Student Loan, unless the material
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breach shall have been cured within 360 days following the earlier of the date
of discovery of such material breach and the date of receipt of the Guarantor
reject transmittal form with respect to such Trust Student Loan, ▇▇▇▇▇▇ ▇▇▇
shall purchase such Trust Student Loan not later than the sixtieth day following
the end of such 360-day period. ▇▇▇▇▇▇ Mae shall also remit as provided in
Section 2.6 of the Administration Agreement on the date of purchase of any Trust
Student Loan pursuant to this Section 6 an amount equal to all non-guaranteed
interest amounts and forfeited Interest Subsidy Payments and Special Allowance
Payments with respect to such Trust Student Loan. In consideration of the
purchase of any such Trust Student Loan pursuant to this Section 6, ▇▇▇▇▇▇ ▇▇▇
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 ▇▇▇▇▇▇ Mae does not
trigger such purchase obligation but does result in the refusal by a Guarantor
to guarantee all or a portion of the accrued interest (or any obligation of
Funding to repay such interest to a Guarantor), or the loss (including any
obligation of Funding to repay the Department) of Interest Subsidy Payments and
Special Allowance Payments, with respect to any Trust Student Loan affected by
such breach, then ▇▇▇▇▇▇ ▇▇▇ shall reimburse Funding by remitting an amount
equal to the sum of all such non-guaranteed interest amounts and such forfeited
Interest Subsidy Payments or Special Allowance Payments in the manner specified
in Section 2.6 of the Administration Agreement not later than (i) the last day
of the next Collection Period ending not less than 60 days from the date of the
Guarantor's refusal to guarantee all or a portion of accrued interest or loss of
Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case
where ▇▇▇▇▇▇ Mae reasonably believes such losses are likely to be collected, not
later than the last day of the next Collection Period ending not less than 360
days from the date of the Guarantor's refusal to guarantee all or a portion of
accrued interest or loss of Interest Subsidy Payments or Special Allowance
Payments. At the time such payment is made, ▇▇▇▇▇▇ ▇▇▇ shall not be required to
reimburse Funding for interest that is then capitalized, however, such amounts
shall be reimbursed if the borrower subsequently defaults and such capitalized
interest is not paid by the Guarantor.
Anything in this Section 6 to the contrary notwithstanding, if as of the
last Business Day of any month the aggregate outstanding principal amount of
Trust Student Loans with respect to which claims have been filed with and
rejected by a Guarantor or with respect to which the Servicer determines that
claims cannot be filed pursuant to the Higher Education Act as a result of a
breach by ▇▇▇▇▇▇ Mae or the Servicer, exceeds 1% of the Pool Balance, ▇▇▇▇▇▇ ▇▇▇
(and the Servicer as provided in the Servicing Agreement) shall purchase, within
30 days of a written request of the Eligible Lender Trustee or the Indenture
Trustee, such affected Trust Student Loans in an aggregate principal amount such
that after such purchase the aggregate principal amount of such affected Trust
Student Loans is less than 1% of the Pool Balance. The Trust Student Loans to be
purchased by ▇▇▇▇▇▇ Mae and the Servicer pursuant to the preceding sentence
shall be based on the date of claim rejection (or the date of notice referred to
in the first sentence of this Section 6) with Trust Student Loans with the
earliest such date to be purchased first.
In lieu of repurchasing Trust Student Loans pursuant to this Section 6,
▇▇▇▇▇▇ ▇▇▇ 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, if applicable),
2. program type (i.e., Unsubsidized ▇▇▇▇▇▇▇▇,
Subsidized ▇▇▇▇▇▇▇▇, 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, ▇▇▇▇▇▇
▇▇▇ 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 ▇▇▇▇▇▇ Mae elects to substitute Eligible Loans
pursuant to this Section 6, ▇▇▇▇▇▇ ▇▇▇ 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. ▇▇▇▇▇▇ Mae shall also remit to the Administrator an amount
equal to all non-guaranteed interest amounts and forfeited Interest Subsidy
Payments and Special Allowance Payments with respect to the Trust Student Loans
in the manner provided in Section 2.6 of the Administration Agreement. The sole
remedy of Funding, the Eligible Lender Trustee and the Noteholders with respect
to a breach by ▇▇▇▇▇▇ ▇▇▇ pursuant to Section 5 hereof shall be to require
▇▇▇▇▇▇ Mae to purchase Trust Student Loans, to reimburse Funding as provided
above or to substitute Student Loans pursuant to this Section. The Eligible
Lender Trustee shall have no duty to conduct any affirmative investigation as to
the occurrence of any condition requiring the purchase of any Trust Student Loan
or the reimbursement for any interest penalty pursuant to this Section 6.
SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS
(A) Any payment received by ▇▇▇▇▇▇ ▇▇▇ with respect to amounts
accrued after the Date of the ▇▇▇▇ of Sale for any Loan sold to Funding,
which payment is not reflected in the Loan Transmittal Summary Form,
shall be received by ▇▇▇▇▇▇ ▇▇▇ in trust for the account of Funding and
▇▇▇▇▇▇ Mae hereby disclaims any title to or interest in any such
amounts. Within two (2) business days following the date of receipt,
▇▇▇▇▇▇ ▇▇▇ shall remit to Funding an amount equal to any such payments
along with a listing on a form provided by Funding identifying the Loans
with respect to which such payments were made, the amount of each such
payment and the date each such payment was received.
(B) Any written communication received at any time by ▇▇▇▇▇▇ Mae
with respect to any Loan subject to this Purchase Agreement shall be
transmitted by ▇▇▇▇▇▇ ▇▇▇ to Servicer within two (2) business days of
receipt. Such communications shall include, but
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not be limited to, letters, notices of death or disability, notices of
bankruptcy, forms requesting deferment of repayment or loan
cancellation, and like documents.
SECTION 8. CONTINUING OBLIGATION OF ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ Mae shall provide all reasonable assistance necessary for Funding
to resolve account problems raised by any Borrower, the Guarantor or the
Secretary provided such account problems are attributable to or are alleged to
be attributable to (a) an event occurring during the period ▇▇▇▇▇▇ ▇▇▇ owned the
Loan, or (b) a payment made or alleged to have been made to ▇▇▇▇▇▇ Mae. Further,
▇▇▇▇▇▇ ▇▇▇ agrees to execute any financing statements at the request of Funding
in order to reflect Funding's interest in the Loans.
SECTION 9. LIABILITY OF ▇▇▇▇▇▇ MAE; INDEMNITIES
▇▇▇▇▇▇ ▇▇▇ shall be liable in accordance herewith only to the extent of
the obligations specifically undertaken by ▇▇▇▇▇▇ Mae under this Purchase
Agreement.
(i) ▇▇▇▇▇▇ ▇▇▇ shall indemnify, defend and hold harmless
Funding and the Interim Eligible Lender Trustee in its
individual capacity and their officers, directors, employees and
agents from and against any taxes that may at any time be
asserted against any such Person with respect to the
transactions contemplated herein and in the other Basic
Documents (except any such income taxes arising out of fees paid
to the Interim Eligible Lender Trustee), including any sales,
gross receipts, general corporation, tangible and intangible
personal property, privilege or license taxes (but, in the case
of Funding, not including any taxes asserted with respect to,
and as of the date of, the sale of the Loans to the Interim
Eligible Lender Trustee on behalf of Funding, or asserted with
respect to ownership of the Trust Student Loans) and costs and
expenses in defending against the same.
(ii) ▇▇▇▇▇▇ ▇▇▇ shall indemnify, defend and hold harmless
Funding and the Interim Eligible Lender Trustee in its
individual capacity, and the officers, directors, employees and
agents of Funding, and the Interim Eligible Lender Trustee from
and against any and all costs, expenses, losses, claims, damages
and liabilities arising out of, or imposed upon such Person
through, ▇▇▇▇▇▇ Mae's willful misfeasance, bad faith or gross
negligence in the performance of its duties under the Purchase
Agreement, or by reason of reckless disregard of its obligations
and duties under the Purchase Agreement.
(iii) ▇▇▇▇▇▇ ▇▇▇ shall be liable as primary obligor for, and
shall indemnify, defend and hold harmless the Interim Eligible
Lender Trustee in its individual capacity and its officers,
directors, employees and agents from and against, all costs,
expenses, losses, claims, damages, obligations and liabilities
arising out of, incurred in connection with or relating to the
Purchase Agreement, the other Basic Documents, the acceptance or
performance of the trusts and duties set forth herein and in the
Sale Agreement or the action or the inaction of the Interim
Eligible Lender Trustee hereunder, except to the extent that
such cost, expense, loss, claim, damage, obligation or
liability: (a) shall be due to the willful misfeasance,
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bad faith or negligence (except for errors in judgment) of the
Interim Eligible Lender Trustee, (b) shall arise from any breach
by the Interim Eligible Lender Trustee of its covenants made
under any of the Basic Documents; or (c) shall arise from the
breach by the Interim Eligible Lender Trustee of any of its
representations or warranties made in its individual capacity
set forth in these Master Terms or any Purchase Agreement. In
the event of any claim, action or proceeding for which indemnity
will be sought pursuant to this paragraph, the Interim Eligible
Lender Trustee's choice of legal counsel shall be subject to the
approval of ▇▇▇▇▇▇ Mae, which approval shall not be unreasonably
withheld.
Indemnification under this Section shall survive the resignation or
removal of the Interim Eligible Lender Trustee and the termination of these
Master Terms, and shall include reasonable fees and expenses of counsel and
expenses of litigation. If ▇▇▇▇▇▇ ▇▇▇ shall have made any indemnity payments
pursuant to this Section and the Person to or on behalf of whom such payments
are made thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to ▇▇▇▇▇▇ Mae, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF
▇▇▇▇▇▇ ▇▇▇
Any Person (a) into which ▇▇▇▇▇▇ Mae may be merged or consolidated, (b)
which may result from any merger or consolidation to which ▇▇▇▇▇▇ ▇▇▇ shall be a
party or (c) which may succeed to the properties and assets of ▇▇▇▇▇▇ Mae
substantially as a whole, shall be the successor to ▇▇▇▇▇▇ ▇▇▇ without the
execution or filing of any document or any further act by any of the parties to
these Master Terms; provided, however, that ▇▇▇▇▇▇ Mae hereby covenants that it
will not consummate any of the foregoing transactions except upon satisfaction
of the following: (i) the surviving Person, if other than ▇▇▇▇▇▇ ▇▇▇, executes
an agreement of assumption to perform every obligation of ▇▇▇▇▇▇ Mae under the
Purchase Agreement, (ii) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 5 shall have been breached,
(iii) the surviving Person, if other than ▇▇▇▇▇▇ ▇▇▇, shall have delivered to
the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of
Counsel each stating that such consolidation, merger or succession and such
agreement of assumption comply with this Section and that all conditions
precedent, if any, provided for in these Master Terms relating to such
transaction have been complied with, and that the Rating Agency Condition shall
have been satisfied with respect to such transaction (iv) if ▇▇▇▇▇▇ Mae is not
the surviving entity, ▇▇▇▇▇▇ ▇▇▇ shall have delivered to the Interim Eligible
Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of
such counsel, all financing statements and continuation statements and
amendments thereto have been executed and filed that are necessary fully to
preserve and protect the interest of Funding and the Interim Eligible Lender
Trustee in the Loans and reciting the details of such filings, or (B) stating
that, in the opinion of such counsel, no such action shall be necessary to
preserve and protect such interests.
SECTION 11. LIMITATION ON LIABILITY OF ▇▇▇▇▇▇ MAE AND OTHERS
▇▇▇▇▇▇ ▇▇▇ 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
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shall not limit in any way ▇▇▇▇▇▇ Mae's obligations under Section 6). ▇▇▇▇▇▇ ▇▇▇
shall not be under any obligation to appear in, prosecute or defend any legal
action that shall not be incidental to its obligations under these Master Terms
or any Purchase Agreement, and that in its opinion may involve it in any expense
or liability. Except as provided herein, the repurchase (or substitution) and
reimbursement obligations of ▇▇▇▇▇▇ Mae will constitute the sole remedy
available to Funding for uncured breaches; provided, however, that the
information with respect to the Loans listed on the ▇▇▇▇ of Sale may be adjusted
in the ordinary course of business subsequent to the date of the ▇▇▇▇ of Sale
and to the extent that the aggregate Principal Balance of the Loans listed on
the ▇▇▇▇ of Sale is less than the aggregate Principal Balance stated on the ▇▇▇▇
of Sale, ▇▇▇▇▇▇ ▇▇▇ shall remit such amount to the Interim Eligible Lender
Trustee, for the benefit and on behalf of Funding. Such reconciliation payment
shall be made from time to time but no less frequently than semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER
Notwithstanding anything contained herein to the contrary, these Master
Terms and any Purchase Agreement have been signed by Chase Manhattan Bank USA,
National Association not in its individual capacity but solely in its capacity
as Interim Eligible Lender Trustee for Funding and in no event shall Chase
Manhattan Bank USA, National Association in its individual capacity have any
liability for the representations, warranties, covenants, agreements or other
obligations of Funding, under these Master Terms or any Purchase Agreement or in
any of the certificates, notices or agreements delivered pursuant hereto, as to
all of which recourse shall be had solely to the assets of Funding.
SECTION 13. EXPENSES
Except as otherwise provided herein, each party to these Master Terms or
any Purchase Agreement shall pay its own expense incurred in connection with the
preparation, execution and delivery of these Master Terms and any Purchase
Agreement and the transactions contemplated herein or therein.
SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION
All covenants, agreements, representations and warranties made herein
and in or pursuant to any Purchase Agreements executed pursuant to these Master
Terms shall survive the consummation of the purchase of the Loans provided for
in each Purchase Agreement. All covenants, agreements, representations and
warranties made or furnished pursuant hereto by or on behalf of ▇▇▇▇▇▇ ▇▇▇ shall
bind and inure to the benefit of any successors or assigns of Funding and shall
survive with respect to each Loan. Each Purchase Agreement supersedes all
previous agreements and understandings between Funding and ▇▇▇▇▇▇ Mae with
respect to the subject matter thereof. These Master Terms and any Purchase
Agreement may be changed, modified or discharged, and any rights or obligations
hereunder may be waived, only by a written instrument signed by a duly
authorized officer of the party against whom enforcement of any such waiver,
change, modification or discharge is sought. The waiver by Funding of any
covenant, agreement, representation or warranty required to be made or furnished
by ▇▇▇▇▇▇ ▇▇▇ or the waiver by Funding of any provision herein contained or
contained in any Purchase Agreement shall not be deemed to be a waiver of any
breach of any other covenant, agreement,
-15-
representation, warranty or provision herein contained, nor shall any waiver or
any custom or practice which may evolve between the parties in the
administration of the terms hereof or of any Purchase Agreement, be construed to
lessen the right of Funding to insist upon the performance by ▇▇▇▇▇▇ Mae in
strict accordance with said terms.
SECTION 15. COMMUNICATION AND NOTICE REQUIREMENTS
All communications, notices and approvals provided for hereunder shall
be in writing and mailed or delivered to ▇▇▇▇▇▇ ▇▇▇ or Funding, as the case may
be, addressed as set forth in the Purchase Agreement or at such other address as
either party may hereafter designate by notice to the other party. Notice given
in any such communication, mailed to ▇▇▇▇▇▇ Mae or Funding by appropriately
addressed registered mail, shall be deemed to have been given on the day
following the date of such mailing.
SECTION 16. FORM OF INSTRUMENTS
All instruments and documents delivered in connection with these Master
Terms and any Purchase Agreement, and all proceedings to be taken in connection
with these Master Terms and any Purchase Agreement and the transactions
contemplated herein and therein, shall be in a form as set forth in the
attachments hereto, and Funding shall have received copies of such documents as
it or its counsel shall reasonably request in connection therewith. Any
instrument or document which is substantially in the same form as an Attachment
hereto or a recital herein will be deemed to be satisfactory as to form.
SECTION 17. AMENDMENT
These Master Terms and any Purchase Agreement may be amended by the
parties thereto without the consent of the related Noteholders for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of such Master Terms and Purchase Agreements or of modifying in any
manner the rights of such Noteholders; provided that such action will not, in
the opinion of counsel satisfactory to the related Indenture Trustee, materially
and adversely affect the interest of any such Noteholder.
In addition, these Master Terms and any Purchase Agreement may also be
amended from time to time by ▇▇▇▇▇▇ ▇▇▇, the Interim Eligible Lender Trustee and
Funding, with the consent of the Noteholders of Notes evidencing a majority of
the Outstanding Amount of the Notes, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of these Master
Terms or any Purchase Agreements or of modifying in any manner the rights of the
Noteholders; provided, however, that no such amendment shall (a) increase or
reduce in any manner the amount of, or accelerate or delay the time of,
collections of payments with respect to Loans or distributions that shall be
required to be made for the benefit of the Noteholders or (b) reduce the
aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of
which are required to consent to any such amendment, without the consent of all
outstanding Noteholders.
Promptly after the execution of any such amendment or consent (or, in
the case of the Rating Agencies, five Business Days prior thereto), the Interim
Eligible Lender Trustee shall
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furnish written notification of the substance of such amendment or consent to
the Indenture Trustee and each of the Rating Agencies.
It shall not be necessary for the consent of Noteholders pursuant to
this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof.
Prior to the execution of any amendment to these Master Terms, the
Interim Eligible Lender Trustee shall be entitled to receive and rely upon an
Opinion of Counsel stating that execution of such amendment is authorized or
permitted by this Agreement and the Opinion of Counsel referred to in Section
7.1I(i) of the Administration Agreement. The Interim Eligible Lender Trustee
may, but shall not be obligated to, enter into any such amendment which affects
the Interim Eligible Lender Trustee's own rights, duties or immunities under
this Agreement or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Terms ▇▇▇▇▇▇ Mae
and the Interim Eligible Lender Trustee shall not acquiesce, petition or
otherwise invoke or cause Funding to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
Funding under any Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignees, trustee, custodian, sequestrator
or other similar official of Funding or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Funding.
SECTION 19. GOVERNING LAW
These Master Terms and any Purchase Agreement shall be governed by and
construed in accordance with the laws of the State of New York without reference
to its conflict of law provisions, and the obligations, rights and remedies of
the parties, hereunder shall be determined in accordance with such laws.
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IN WITNESS WHEREOF, the parties hereto have caused these Master Terms to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
STUDENT LOAN MARKETING SLM FUNDING LLC
ASSOCIATION (Seller) (Purchaser)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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PURCHASE AGREEMENT
Dated as of June 5, 2003
PURCHASE AGREEMENT NUMBER 1
▇▇▇▇▇▇ ▇▇▇ hereby offers for sale to Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of SLM
Funding LLC ("Funding") under the Interim Trust Agreement dated as of June 1,
2003 between Funding and the Interim Eligible Lender Trustee, the entire right,
title and interest of ▇▇▇▇▇▇ ▇▇▇ in the Loans described in the ▇▇▇▇ of Sale and
Loan Transmittal Summary Form incorporated herein and, to the extent indicated
below, the Interim Eligible Lender Trustee for the benefit of Funding accepts
▇▇▇▇▇▇ Mae's offer. In order to qualify as Eligible Loans, no payment of
principal or interest shall be more than two hundred and ten (210) days
Delinquent as of the Cutoff Date which date shall be May 5, 2003.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase ▇▇▇▇▇, ▇▇▇▇▇▇ Mae hereby sells to the
Interim Eligible Lender Trustee for the benefit of Funding the entire right,
title and interest of ▇▇▇▇▇▇ ▇▇▇ in the Loans accepted for purchase, subject to
all the terms and conditions of the Purchase Agreement Master Securitization
Terms Number 1000 (the "Master Terms") and any amendments thereto, incorporated
herein by reference, among ▇▇▇▇▇▇ Mae, Funding, and the Interim Eligible Lender
Trustee. The Initial Payment of the Loans shall equal $1,008,560,064 (equal to
$1,013,073,071 (representing the sale price of the Notes less underwriters'
commissions and fees) less $2,513,007 (representing the Reserve Account Initial
Deposit) less $2,000,000 (representing the Capitalized Interest Account Initial
Deposit)..
This document shall constitute a Purchase Agreement as referred to in
the Master Terms and, except as modified herein, each term used herein shall
have the same meaning as in the Master Terms. All references in the Master Terms
to Loans or Eligible Loans shall be deemed to refer to the Loans governed by
this Purchase Agreement. ▇▇▇▇▇▇ ▇▇▇ hereby makes, as of the date hereof, all the
representations and warranties contained in the Master Terms and makes such
representations and warranties with respect to the Loans governed by this
Purchase Agreement.
▇▇▇▇▇▇ Mae authorizes the Interim Eligible Lender Trustee for the
benefit of Funding to use a copy of the ▇▇▇▇ of Sale, including the Loan
Transmittal Summary Form attached to the ▇▇▇▇ of Sale (in lieu of OE Form 1074),
as official notification to the Guarantor of assignment to the Interim Eligible
Lender Trustee on behalf of Funding of the Loans on the date of purchase.
The parties hereto intend that the transfer of Loans described in the
▇▇▇▇ of Sale and Loan Transmittal Summary Form be, and be construed as, a valid
sale of such Loans from ▇▇▇▇▇▇ Mae to the Interim Eligible Lender Trustee for
the benefit of Funding. However, in the event that notwithstanding the intention
of the parties, such transfer is deemed to be a transfer for security, then
▇▇▇▇▇▇ ▇▇▇ hereby grants to the Interim Eligible Lender Trustee for the benefit
of Funding a first priority security interest in and to all Loans described in
the ▇▇▇▇ of Sale and Loan
-19-
Transmittal Summary Form to secure a loan in an amount equal to the Purchase
Price of such loans.
-20-
IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement Number 1 to be duly executed by their respective officers hereunto
duly authorized, as of the day and year first above written.
STUDENT LOAN MARKETING
ASSOCIATION (Seller)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SLM FUNDING LLC
(Purchaser)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Interim
Eligible Lender Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED JUNE 5, 2003
Student Loan Marketing Association ("▇▇▇▇▇▇ ▇▇▇"), by execution of this
instrument, hereby endorses the attached promissory note which is one (1) of the
promissory notes (the "Notes") describe in the ▇▇▇▇ of Sale executed by ▇▇▇▇▇▇
▇▇▇ in favor of Chase Manhattan Bank USA, National Association as the Interim
Eligible Lender Trustee for the benefit of SLM Funding LLC ("Funding"). This
endorsement is in blank, unrestricted form and without recourse except as
provided in Section 6 of the Master Terms referred to in the Purchase Agreement
among ▇▇▇▇▇▇ ▇▇▇, Funding, and the Interim Eligible Lender trustee which covers
the promissory note.
This endorsement may be effected by attaching either this instrument or
a facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, ▇▇▇▇▇▇ Mae agrees to individually endorse
each Note in the form provided by Funding as Funding may from time to time
require or if such individual endorsement is required by the Guarantor of the
Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE
AGREEMENT. BY EXECUTION HEREOF, ▇▇▇▇▇▇ ▇▇▇ ACKNOWLEDGES THAT ▇▇▇▇▇▇ MAE HAS
READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS
OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON
FUNDING'S PAYMENT TO ▇▇▇▇▇▇ ▇▇▇ OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER
TERMS) AND, UNLESS OTHERWISE AGREED BY ▇▇▇▇▇▇ MAE AND FUNDING, SHALL BE
EFFECTIVE AS OF THE DATE OF THE ▇▇▇▇ OF SALE.
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IN WITNESS WHEREOF, the parties hereto have caused this Blanket
Endorsement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
SELLER PURCHASER
-------------------------------------- ----------------------------------
Student Loan Marketing Association Chase Manhattan Bank USA, National
11600 ▇▇▇▇▇▇ ▇▇▇ Drive Association, not in its individual
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ capacity but solely as Interim
Eligible Lender Trustee for the
benefit of SLM Funding LLC
Lender Code: ____________________
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
(Signature of Authorized
Signatory for Purchaser)
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
Date of Purchase:_________________
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▇▇▇▇ OF SALE DATED JUNE 5, 2003
The undersigned ("▇▇▇▇▇▇ ▇▇▇"), for value received and pursuant to the
terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among
SLM Funding LLC ("Funding"), and Chase Manhattan Bank USA, National Association
as Interim Eligible Lender Trustee for the benefit of Funding under the Interim
Trust Agreement dated as of June 1, 2003 between Funding and the Interim
Eligible Lender Trustee, does hereby sell, assign and convey to the Interim
Eligible Lender Trustee for the benefit of Funding and its assignees all right,
title and interest of ▇▇▇▇▇▇ ▇▇▇, including the insurance interest of ▇▇▇▇▇▇ Mae
under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the
Loans identified herein which the Interim Eligible Lender Trustee for the
benefit of Funding has accepted for purchase. The portfolio accepted for
purchase by the Interim Eligible Lender Trustee for the benefit of Funding and
the effective date of sale and purchase are described below and the individual
Accounts are listed on the Schedule A attached hereto.
▇▇▇▇▇▇ ▇▇▇ hereby makes the representations and warranties set forth in
Section 5 of the Purchase Agreement Master Securitization Terms Number 1000
incorporated by reference in the Purchase Agreement. ▇▇▇▇▇▇ Mae authorizes the
Interim Eligible Lender Trustee on behalf of Funding to use a copy of this
document (in lieu of OE Form 1074) as official notification to the Guarantor(s)
of assignment to the Interim Eligible Lender Trustee for the benefit of Funding
of the Loans on the date of purchase.
LISTING OF LOANS ON FOLLOWING PAGE
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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 ▇▇▇▇▇▇ Mae's estimated calculations, which may be adjusted upward or
downward based upon Funding's reconciliation.
** Includes interest to be capitalized.
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GUARANTOR(S):
American Student Assistance
Arizona Educational Loan Program
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Educational Credit Management Corporation
Finance Authority of Maine
Florida Office of Student Financial Assistance
Georgia Higher Education Assistance Corporation
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kentucky Higher Education Assistance Authority
Louisiana Office of Student Financial Assistance
MHEAA - Michigan Guaranty Agency
Missouri 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 Guaranteed Student Loan Program
Oregon Student Assistance Commission
Pennsylvania Higher Education Assistance Agency
Rhode Island Higher Education Assistance Authority
South Dakota Education Assistance Corporation
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
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IN WITNESS WHEREOF, the parties hereto have caused this ▇▇▇▇ of Sale to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SELLER PURCHASER
-------------------------------------- ----------------------------------
Student Loan Marketing Association Chase Manhattan Bank USA, National
11600 ▇▇▇▇▇▇ ▇▇▇ Drive Association, not in its individual
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ capacity but solely as Interim
Eligible Lender Trustee for the
benefit of SLM Funding LLC
Lender Code: ____________________
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
(Signature of Authorized
Signatory for Purchaser)
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
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