EXHIBIT 99.2
SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Sale Agreement Master Securitization Terms Number 1000 ("Master Sale
Terms") dated as of July 28, 2004 among SLM Funding LLC (in such capacity, the
"Seller"), SLM Student Loan Trust 2004-7 (the "Purchaser"), and 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 July 1, 2004
between the Seller and the Interim Eligible Lender Trustee, and Chase Manhattan
Bank USA, National Association, not in its individual capacity but solely as
Eligible Lender Trustee on behalf of SLM Student Loan Trust 2004-7 (the
"Eligible Lender Trustee"), 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, the Seller may desire to sell its interest in such loans from
time to time and the Purchaser may desire to purchase such loans from the
Seller; and
WHEREAS, the Eligible Lender Trustee is willing to hold legal title to,
and serve as eligible lender trustee with respect to, such loans for the benefit
of the Purchaser.
NOW, THEREFORE, in connection with the mutual promises contained herein,
the parties hereto agree as follows:
SECTION 1. TERMS
These Master Sale Terms establish the terms under which the Seller (and
with respect to legal title, the Interim Eligible Lender Trustee for the benefit
of the Seller) may sell and the 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 the Seller, the
Purchaser, the Eligible Lender Trustee on behalf of the Purchaser, and the
Interim Eligible Lender Trustee for the benefit of the Seller with respect to
the Loans covered by the terms of such Sale Agreement for all purposes. If the
terms of a Sale Agreement conflict with the terms of these Master Sale Terms,
the terms of such Sale Agreement shall supersede and govern.
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SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein, including in the
related Sale Agreement and ▇▇▇▇ of Sale, shall have the definitions set forth in
Appendix A to the Indenture dated as of July 1, 2004, among the Eligible Lender
Trustee on behalf of the Trust, the Trust and the Indenture Trustee, as may be
amended or supplemented from time to time.
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 each document in the form of Attachment C hereto,
executed by an authorized officer of the Seller, the Interim Eligible
Lender Trustee for the benefit of the Seller, and the Eligible Lender
Trustee for the benefit of the Purchaser, which shall (i) set forth the
Purchased 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 (ii) 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 that ▇▇▇▇ of Sale and (iii) certify that the
representations and warranties made by the Seller pursuant to Sections
5(A) and (B) 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 the Payment Cutoff Date, and with respect to
substitutions hereunder, a date agreed to by the Seller and the Purchaser
to use in determining the Principal Balance and accrued interest to be
capitalized for purposes of completing the Loan Transmittal Summary Form.
(F) "Eligible Loan" means a Loan offered for sale by the Seller under the
Sale Agreement dated as of the Closing Date, or substituted by the Seller
under any other Sale Agreement entered into after the Closing Date, which
as of the Statistical Cutoff Date, or, in the case of a Sale Agreement
entered into after the Closing Date, as of the related Purchase Date, is
current or not more past due than permitted under such Sale Agreement in
payment of principal or interest and which meets the following criteria as
of the applicable Purchase Date, in the case of any Loan substituted
pursuant to these Master Terms after the Closing Date:
(i) is a ▇▇▇▇▇▇▇▇ Loan, a PLUS Loan or SLS Loan and is not a
Consolidation Loan;
(ii) is owned by the Seller and is fully disbursed;
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(iii) is guaranteed as to principal and interest by the applicable
Guarantor to the maximum extent permitted by the Higher Education
Act for such Loan;
(iv) bears interest at a stated rate of not less than the maximum
rate permitted under the Higher Education Act for such Loan;
(v) is eligible for the payment of the quarterly special allowance
at the full and undiminished rate established under the formula set
forth in the Higher Education Act for such Loan;
(vi) if not yet in repayment status, is eligible for the payment of
interest benefits by the Secretary or, if not so eligible, is a Loan
for which interest either is billed quarterly to Borrower or
deferred until commencement of the repayment period, in which case
such accrued interest is subject to capitalization to the full
extent permitted by the applicable Guarantor;
(vii) is current or no payment of principal or interest shall be
more than 210 days past due;
(viii) the last disbursement was before the Statistical Cutoff Date,
or, in the case of any Loan substituted pursuant to these Master
Terms after the Closing Date, before the related Purchase Date;
(ix) is supported by the following documentation:
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 the Purchaser may
be required to retain pursuant to the Higher Education
Act,
5. if applicable, 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 Statistical Cutoff Date, or, in the case of any
Loan substituted pursuant to these Master Terms after
the Closing Date, as of the related Purchase Date and
(ii) an accounting of the allocation of all payments by
the Borrower or on the Borrower's behalf to principal
and interest on the Loan,
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6. if applicable, documentation which supports periods of
current or past deferment or past forbearance,
7. if applicable, 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,
8. if applicable, evidence of all requests for skip-tracing
assistance and current address of Borrower, if located,
9. if applicable, evidence of requests for pre-claims
assistance, and evidence that the Borrower's school(s)
have been notified, and
10. if applicable, a record of any event resulting in a
change to or confirmation of any data in the Loan file.
(G) "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 2.8(m) and 2.9(f) of the
Administration Agreement.
(H) "Initial Payment" means the dollar amount specified as the "Initial
Payment" in the applicable Sale Agreement.
(I) "Loan" means the Eligible Loans evidenced by the Note sold on the
Closing Date, or the Eligible Loans evidenced by the Note substituted on
the related Purchase Date in the case of any Loans substituted pursuant to
these Master Terms after the Closing Date, pursuant to the related Sale
Agreement and related documentation together with any guaranties and other
rights relating thereto including, without limitation, Interest Subsidy
Payments and Special Allowance Payments.
(J) "Loan Transmittal Summary Forms" means the forms related to each ▇▇▇▇
of Sale provided to the Seller by the Purchaser and completed by the
Seller which list, by Borrower, (i) the Loans subject to the related ▇▇▇▇
of Sale and (ii) the outstanding Principal Balance and accrued interest
thereof as of the Statistical Cutoff Date, or as of the related Purchase
Date, in the case of any Loan substituted pursuant to these Master Terms
after the Closing Date.
(K) "Note" means the promissory note or notes of the Borrower and any
amendment thereto evidencing the Borrower's obligation with regard to a
student loan guaranteed under the Higher Education Act or the electronic
records evidencing the same.
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(L) "Payment Cutoff Date" means July 28, 2004 or, in the case of Loans
substituted pursuant to these Master Terms after the Closing Date, the
related Purchase Date as specified in the related Sale Agreement.
(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 Date" means with respect to any purchase or substitution,
the date of the related ▇▇▇▇ of Sale.
(P) "Purchase Price" means the Initial Payment.
(Q) "Purchased Loans" means, with respect to each Sale Agreement, the
Loans offered for sale and purchased or substituted pursuant to such Sale
Agreement.
(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) "▇▇▇▇▇▇▇▇ Loan" means a Subsidized ▇▇▇▇▇▇▇▇ Loan or an Unsubsidized
▇▇▇▇▇▇▇▇ Loan.
(U) "Statistical Cutoff Date" means July 8, 2004.
(V) "Subsidized ▇▇▇▇▇▇▇▇ Loan" means a Loan for which the interest rate is
governed by Section 427A(a) or 427A(d) of the Higher Education Act.
(W) "Trust Student Loan" means any student loan that is listed on the
Schedule of Trust Student Loans on the Closing Date plus any student loan
that is permissibly substituted for a Trust Student Loan by the Depositor
pursuant to Section 6 of the Sale Agreement or by the Servicer pursuant to
Section 3.5 of the Servicing Agreement, but shall not include any
Purchased Student Loan following receipt by or on behalf of the Trust of
the Purchase Amount with respect thereto or any Liquidated Student Loan
following receipt by or on behalf of the Trust of Liquidation Proceeds
with respect thereto or following such Liquidated Student Loan having
otherwise been written off by the Servicer.
(X) "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 the Sale
Agreement to be dated as of the Closing Date shall be consummated upon (i)
the Purchaser's receipt from the Seller and the Interim Eligible Lender
Trustee for the benefit of the Seller of the related ▇▇▇▇ of Sale, (ii)
the payment by the Purchaser to the Seller of the Initial Payment and
(iii) the issuance to the Seller of the Excess Distribution Certificate.
Upon consummation, such sale and purchase shall be effective as of the
date of the ▇▇▇▇ of Sale. The Seller and the Purchaser shall use their
best efforts to perform promptly their respective obligations pursuant to
the Sale Agreement with respect to each Loan.
(B) Settlement of the Initial Payment
On the Closing Date, the Purchaser shall pay the Seller the Initial
Payment by wire transfer in immediately available funds to the account
specified by the Seller.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
The Seller shall be entitled to all Interest Subsidy Payments and
Special Allowance Payments on the Loans up to but not including the
related Payment Cutoff Date, and shall be responsible for the payment of
rebate fees, if any, applicable to Purchased Loans accruing up to but not
including the related Payment Cutoff Date. The Purchaser and the Eligible
Lender Trustee, for the benefit of the Purchaser, shall be entitled to all
Special Allowance Payments and Interest Subsidy Payments on the Purchased
Loans accruing from, and including, the related Payment Cutoff Date, and
shall be responsible for the payment of any rebate fees applicable to
Purchased Loans accruing from, and including, the Payment Cutoff Date.
(D) Special Programs
In consideration of the sale of the Eligible Loans under these
Master Sale Terms and each Sale Agreement, the Purchaser agrees to cause
the Servicer to offer each Borrower of a Trust Student Loan 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 SLM
Corporation or any of its Affiliates, at all times subject to the terms
and conditions of Section 3.12 of the Servicing Agreement.
SECTION 4. CONDITIONS PRECEDENT TO SALE AND PURCHASE OR SUBSTITUTION
Any purchase or substitution of Loans pursuant to these Master Terms
is subject to the following conditions precedent being satisfied (and SLM
ECFC, by accepting payment, shall be deemed to have certified that all
such conditions are satisfied on the date of such purchase):
(A) Activities Prior to a Sale or Substitution
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Following the execution of a Sale Agreement, the Seller shall
provide any assistance requested by the Purchaser in determining that all
required documentation on the related Loans is present and correct.
(B) Continued Servicing
The Seller shall service, or cause to be serviced, all Loans as
required under the Higher Education Act until the date of the ▇▇▇▇ of
Sale.
(C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form
The Seller shall deliver to the Purchaser:
(i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and
delivered by an authorized officer of the Seller and the Interim
Eligible Lender Trustee for the benefit of the Seller, covering the
applicable Loans offered by the Seller, (b) has been accepted by the
Purchaser as set forth thereon, selling, assigning and conveying to
the Eligible Lender Trustee for the benefit of the Purchaser and its
assignees all right, title and interest of the Seller and the
Interim Eligible Lender Trustee for the benefit of the Seller,
including the insurance interest of the Interim Eligible Lender
Trustee for the benefit of the Seller, in each of the related Loans,
and (c) states that the representations and warranties made by the
Seller in Sections 5(A) and (B) of these Master Sale 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
The Seller shall provide a blanket endorsement transferring the
entire interest of the Seller and the Interim Eligible Lender Trustee for
the benefit of the Seller in the Loans to the Eligible Lender Trustee for
the benefit of the Purchaser with the form of endorsement provided for in
the related Sale Agreement.
At the direction of and in such form as the Purchaser may designate,
the Seller also agrees to individually endorse any Eligible Loan as the
Purchaser may request from time to time.
(E) Officer's Certificate
The Seller shall furnish to the Purchaser, with each ▇▇▇▇ of Sale
provided in connection with each sale or substitution of Loans pursuant to
these Master Sale Terms, an Officer's Certificate, dated as of the date of
such ▇▇▇▇ of Sale.
(F) Loan Transfer Statement
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Upon the Purchaser's request, the Seller shall deliver to the
Purchaser one (1) or more Loan Transfer Statements (Department Form OE
1074 or its equivalent) provided by the Purchaser, executed by the Interim
Eligible Lender Trustee for the benefit of the Seller and dated the date
of the related ▇▇▇▇ of Sale. The Seller agrees that the Purchaser and the
Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the
Loan Transmittal Summary Form attached to that ▇▇▇▇ 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 related ▇▇▇▇ of Sale.
(G) Power of Attorney
The Seller and the Interim Eligible Lender Trustee hereby grant to
the Eligible Lender Trustee, for the benefit of and on behalf of the
Purchaser, an irrevocable power of attorney, which power of attorney is
coupled with an interest, to individually endorse or cause to be
individually endorsed in the name of the Seller and the Interim Eligible
Lender Trustee for the benefit of the Seller any Eligible Loan to evidence
the transfer of such Eligible Loan to the Eligible Lender Trustee on
behalf of the Purchaser and to transfer or to cause to be transferred any
Note from SLM ECFC or the Servicer to the Eligible Lender Trustee or the
Indenture Trustee or any other custodian on behalf of either of them.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF SELLER AND ELIGIBLE LENDER TRUSTEE
(A) General
The Seller represents and warrants to the Purchaser that with respect to a
portfolio of Loans as of the date of each Sale Agreement and ▇▇▇▇ 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 their respective governing
jurisdictions;
(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 that Sale Agreement and ▇▇▇▇ of Sale;
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 the Purchaser.
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(B) Particular
The Seller represents and warrants to the Purchaser as to the
Purchased Loans purchased by the Purchaser or substituted by the Seller
under the related Sale Agreement and each ▇▇▇▇ of Sale executed pursuant
to these Master Sale Terms as of the date of the related Sale Agreement,
or as of the date otherwise noted:
(i) The Interim Eligible Lender Trustee for the benefit of the
Seller has good and marketable title to, and is the sole owner of,
the Purchased 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 those Loans;
(ii) These Master Terms create a valid and continuing security
interest (as defined in the applicable UCC) in the Purchased Loans
in favor of the Eligible Lender Trustee, which security interest is
prior to all other security interests, liens, charges, claims,
offsets, defenses, counterclaims or encumbrances, and is enforceable
as such as against creditors of and purchasers from the Interim
Eligible Lender Trustee and the Seller;
(iii) The Purchased 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) As of the Statistical Cutoff Date, or, in the case of any
purchase following the Closing Date, as of the date of the related
Sale Agreement, the Purchased Loans are Eligible Loans and the
description of the Loans set forth in the related Sale Agreement and
the related Loan Transmittal Summary Form is true and correct;
(v) The Interim Eligible Lender Trustee and the Seller are
authorized to sell, assign, transfer, substitute and repurchase the
Purchased Loans; and the sale, assignment and transfer of such Loans
is or, in the case of a Loan repurchase or substitution 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 the Seller or its property is
bound, or constitute a default (or an event which could constitute a
default with the passage of time or notice or both) thereunder;
(vi) The Purchased 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);
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(vii) No consents and approvals are required by the terms of the
Purchased Loans for the consummation of the sale of the Purchased
Loans hereunder to the Interim Eligible Lender Trustee;
(viii) As of the Statistical Cutoff Date, or, in the case of any
purchase following the Closing Date, as of the date of the related
Sale Agreement, 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; as of the Statistical Cutoff Date, or,
in the case of any purchase following the Closing Date, as of the
related Sale Agreement, 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 related ▇▇▇▇ of Sale;
(ix) Any payments on the Purchased Loans received by the Interim
Eligible Lender Trustee for the benefit of the Seller that have been
allocated to the reduction of principal and interest on such
Purchased Loans have been allocated on a simple interest basis; the
information with respect to the Loans as of the Statistical Cutoff
Date or, in the case of any substituted Loans, the related Payment
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 on the Purchased
Loans and, with respect to any Loan for which repayment terms have
been established, all disclosures of information required to be made
pursuant to the Higher Education Act have been made;
(xi) All origination fees authorized to be collected pursuant to
Section 438 of the Higher Education Act have been paid to the
Secretary;
(xii) Each Loan has been duly made and serviced in accordance with
the provisions of all applicable federal and state laws;
(xiii) No Loan is more than two hundred ten (210) days past due as
of the Statistical Cutoff Date, or, in the case of any substitution
following the Closing Date, as of the date of the related Sale
Agreement, and no default, breach, violation or event permitting
acceleration under the terms of any Loan has arisen; and neither the
Seller nor any predecessor holder of any Loan has waived any of the
foregoing other than as permitted by the Basic Documents;
(xiv) It is the intention of the 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 the Seller
and the Interim Eligible Lender Trustee to the Eligible Lender
Trustee for the benefit of the Purchaser and that the beneficial
interest in
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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 the Seller;
(xv) With respect to the first sale of Loans from the Interim
Eligible Lender Trustee, on behalf of the Seller, to the Eligible
Lender Trustee for the benefit of the Purchaser, the Interim
Eligible Lender Trustee and the Seller have caused or will have
caused, within ten days of the Closing Date, 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 Interim Eligible
Lender Trustee hereunder;
(xvi) Except for Purchased Loans executed electronically, there is
only one original executed copy of the Note evidencing each
Purchased Loan. For Purchased Loans that were executed
electronically, the Servicer has possession of the electronic
records evidencing the Note. The Interim Eligible Lender Trustee has
in its possession a copy of the endorsement and Loan Transmittal
Summary Form identifying the Notes that constitute or evidence the
Purchased Loans. The Notes that constitute or evidence the Purchased
Loans do not have any marks or notations indicating that they have
been pledged, assigned or otherwise conveyed to any Person other
than the Interim 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
Purchased 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 Purchased
Loans other than any financing statement relating to the security
interest granted to the Eligible Lender Trustee hereunder or any
other security interest that has been terminated. The Seller and the
Interim Eligible Lender Trustee are not aware of any judgment or tax
lien filings against the Seller or the Interim Eligible Lender
Trustee; and
(xviii) No Borrower of a Purchased Loan as of the Statistical Cutoff
Date or, in the case of any substitution following the Closing Date,
as of the date of the related Sale Agreement, 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 ▇▇▇▇ of Sale:
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(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 these Master Sale Terms,
that Sale Agreement and that ▇▇▇▇ of Sale;
(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 that Sale Agreement, and these Master Sale
Terms and that Sale Agreement have been and will be executed and
delivered by one of its officers who is duly authorized to execute
and deliver these Master Terms and that Sale Agreement on its
behalf;
(iii) Neither the execution nor the delivery by it of these Master
Sale Terms and that 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 that 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. REPURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
Each party to these Master Terms shall give notice to the other such
parties and to the Servicer, the Administrator and SLM ECFC promptly, in
writing, upon the discovery of any breach of the Seller's representations and
warranties made pursuant to Sections 5(A) and (B) hereof which has a material
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, the 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
repurchase of any
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Trust Student Loan pursuant to this Section 6 an amount equal to all
non-guaranteed interest amounts and forfeited Interest Subsidy Payments and
Special Allowance Payments with respect to such Trust Student Loan. In
consideration of the purchase of any such Trust Student Loan pursuant to this
Section 6, the Seller shall remit the Purchase Amount in the manner specified in
Section 2.6 of the Administration Agreement.
In addition, if any breach of Sections 5(A) and (B) hereof by the Seller
does not trigger such repurchase obligation but does result in the refusal by a
Guarantor to guarantee all or a portion of the accrued interest (or any
obligation of the Purchaser to repay such interest to a Guarantor), or the loss
(including any obligation of the Purchaser to repay the Department) of Interest
Subsidy Payments and Special Allowance Payments, with respect to any Trust
Student Loan affected by such breach, then the Seller shall reimburse the
Purchaser by remitting an amount equal to the sum of all such non-guaranteed
interest amounts and such forfeited Interest Subsidy Payments or Special
Allowance Payments in the manner specified in Section 2.6 of the Administration
Agreement not later than (i) the last day of the next Collection Period ending
not less than 60 days from the date of the Guarantor's refusal to guarantee all
or a portion of accrued interest or loss of Interest Subsidy Payments or Special
Allowance Payments, or (ii) in the case where the Seller reasonably believes
such losses are likely to be collected, not later than the last day of the next
Collection Period ending not less than 360 days from the date of the Guarantor's
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
repurchased first.
In lieu of repurchasing Trust Student Loans pursuant to this Section 6,
the Seller may, at its option, substitute Eligible Loans or arrange for the
substitution of Eligible Loans which are substantially similar on an aggregate
basis as of the date of substitution to the Trust Student Loans for which they
are being substituted with respect to the following characteristics:
(1) status (i.e., in-school, grace, deferment, forbearance
or repayment),
(2) program type (i.e., Unsubsidized ▇▇▇▇▇▇▇▇ Loan or
Subsidized ▇▇▇▇▇▇▇▇ Loan (pre-1993 vs. post-1993), PLUS
Loan or SLS Loan),
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(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 or the Interest Rate
Cap Counterparty. In connection with each substitution a Sale Agreement and
related ▇▇▇▇ of Sale regarding such substituted Loans will be executed and
delivered by the applicable parties.
In the event that the 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
non-guaranteed interest amounts and forfeited Interest Subsidy Payments and
Special Allowance Payments with respect to the Trust Student Loans in the manner
provided in Section 2.6 of the Administration Agreement.
The sole remedy of the Purchaser, the Eligible Lender Trustee and the
Noteholders with respect to a breach by the Seller pursuant to Sections 5(A) and
(B) hereof shall be to require the Seller to purchase such Trust Student Loans,
to reimburse the Purchaser as provided above or to substitute Eligible Loans
pursuant to this Section 6. 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 the Seller with respect to amounts accrued
after the date of the related ▇▇▇▇ of Sale for any Purchased Loan sold to
the Purchaser, which payment is not reflected in the related Loan
Transmittal Summary Form, shall be received by the Seller in trust for the
account of the 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, the Seller shall remit to the Purchaser an amount equal
to any such payments along with a listing on a form provided by the
Purchaser identifying the Purchased 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 the Seller with
respect to any Loan subject to these Master Terms or the related Sale
Agreement shall be transmitted by the Seller to the Servicer within two
(2) Business Days of receipt. Such communications
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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
The Seller shall provide all reasonable assistance necessary for the
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 the Seller owned
the related Purchased Loan, or (b) a payment made or alleged to have been made
to the 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 THE SELLER; INDEMNITIES
The Seller shall be liable in accordance herewith only to the extent of
the obligations specifically undertaken by the Seller under these Master Sale
Terms and each related 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 (but, in the case of
the Purchaser, not including any taxes asserted with respect to, and
as of the date of, the sale of the Purchased Loans to the Eligible
Lender Trustee for the benefit of the Purchaser, or asserted with
respect to ownership of the Trust Student Loans) 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
these Master Sale Terms or by reason of reckless disregard of its
obligations and duties under these Master Sale Terms.
(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
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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 9 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 THE
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, each Sale Agreement and each ▇▇▇▇ of Sale;
(ii) immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 5 herein shall have been breached; (iii) the
surviving Person, if other than the Seller, shall have delivered to the Eligible
Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating
that such consolidation, merger or succession and such agreement of assumption
comply with this Section and that all conditions precedent, if any, provided for
in these Master Sale Terms relating to such transaction have been complied with,
and that the Rating Agency Condition shall have been satisfied with respect to
such transaction; (iv) if the Seller is not the surviving entity, such
transaction will not result in a material adverse Federal or state tax
consequence to the Purchaser or the Noteholders and (v) if the Seller is not the
surviving entity, the Seller shall have delivered to the Eligible Lender Trustee
an Opinion of Counsel either (A) stating that, in the opinion of such counsel,
all financing statements and continuation statements and amendments thereto have
been executed and filed that are necessary fully to preserve and protect the
interest of the Purchaser and the Eligible Lender Trustee, respectively, in the
Purchased 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.
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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 the Seller will constitute the sole remedy available to the
Purchaser for uncured breaches; provided, however, that the information with
respect to the Purchased Loans listed on the related ▇▇▇▇ of Sale may be
adjusted in the ordinary course of business subsequent to the date of the
related ▇▇▇▇ of Sale and to the extent that the aggregate Principal Balance
listed on the related ▇▇▇▇ of Sale is less than the aggregate Principal Balance
stated on the related ▇▇▇▇ of Sale, the 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
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 acquisition of the Purchased Loans
provided for in the related Sale Agreement. All covenants, agreements,
representations and warranties made or furnished pursuant hereto by or for the
benefit of the Seller shall bind and inure to the benefit of any successors or
assigns of the Purchaser and the Eligible Lender Trustee on behalf of the
Purchaser and shall survive with respect to each Purchased Loan. Each Sale
Agreement supersedes all
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previous agreements and understandings between the Purchaser and the 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 the Purchaser of any covenant, agreement, representation or warranty
required to be made or furnished by the Seller or the waiver by the 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 the Purchaser to insist upon the
performance by the 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 the Seller or the 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 the Seller or the Purchaser by
appropriately addressed registered mail, shall be deemed to have been given on
the day following the date of such mailing.
SECTION 16. FORM OF INSTRUMENTS
All instruments and documents delivered in connection with these Master
Sale Terms and any Sale Agreement, and all proceedings to be taken in connection
with these Master Sale Terms and any Sale Agreement and the transactions
contemplated herein and therein, shall be in a form as set forth in the
attachments hereto, and the 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, any Sale Agreement, any ▇▇▇▇ of Sale and any
document or instrument delivered in accordance herewith or therewith 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 in the related document 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 Sale Terms, any Sale Agreement and any document
or instrument delivered in accordance herewith or therewith may also be amended
from time to time by the Seller, the Interim Eligible Lender Trustee, the
Eligible Lender Trustee and the Purchaser, with the consent of the Noteholders
of Notes evidencing a majority of the Outstanding Amount of the Notes, for the
purpose of adding any provisions to or changing in
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any manner or eliminating any of the provisions in the related document or
modifying in any manner the rights of the Noteholders; provided, however, that
no such amendment shall (a) increase or reduce in any manner the amount of, or
accelerate or delay the time of, collections of payments with respect to Loans
or distributions that shall be required to be made for the benefit of the
Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of
the Notes, the Noteholders of which are required to consent to any such
amendment, without the consent of all outstanding Noteholders.
Promptly after the execution of any such amendment or consent (or, in the
case of the Rating Agencies, five Business Days prior thereto), the Eligible
Lender Trustee shall 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 17 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 these Master Terms or
otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Sale Terms, the
Seller and the Interim Eligible Lender Trustee shall not acquiesce, petition or
otherwise invoke or cause the Purchaser to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the 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 the 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 the 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 the Seller or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Seller.
SECTION 19. ASSIGNMENT
As of the date hereof, the Seller and the Interim Eligible Lender Trustee
each hereby assigns to the Purchaser its entire right, title and interest as
purchaser and as the Interim Eligible Lender Trustee under (i) the SLM ECFC
Master Purchase Terms and (ii) any Purchase Agreement thereunder 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
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Purchaser and the Eligible Lender Trustee hereunder, to the Indenture Trustee
under the Indenture.
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.
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IN WITNESS WHEREOF, the parties hereto have caused these Master Sale Terms
to be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SLM FUNDING LLC SLM STUDENT LOAN TRUST 2004-7
-------------------------------- -----------------------------------
(Seller) (Purchaser)
by Chase Manhattan Bank USA,
National Association, not in its
individual capacity but solely as
Eligible Lender Trustee
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, not in its NATIONAL ASSOCIATION, not in
individual capacity but solely its individual capacity but solely
as Interim Eligible Lender as Eligible Lender Trustee
Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
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ATTACHMENT A
SALE AGREEMENT
DATED AS OF JULY 28, 2004
SALE AGREEMENT NUMBER 1
Pursuant to the Master Terms (as defined below), 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 LLC (the
"Seller") and the Seller hereby offer for sale to the Eligible Lender Trustee on
behalf of SLM Student Loan Trust 2004-7 (the "Purchaser") the entire right,
title and interest of the Seller and the Interim Eligible Lender Trustee in the
Loans described in the ▇▇▇▇ 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 two hundred and ten (210) days past due
as of the Statistical Cutoff Date, which shall be July 8, 2004.
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 (the "Master Sale Terms") and
amendments, each incorporated herein by reference, among the Seller, the Interim
Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The
Initial Payment for the Loans shall equal $1,466,283,072.57, equal to
$1,506,696,335 (representing the sale price of the Notes less underwriters'
discounts and fees), less $3,750,150 (representing the Reserve Account Initial
Deposit), less $2,000,000 (representing the Capitalized Interest Account Initial
Deposit), less $20,000 (representing the Interest Rate Cap Agreement Upfront
Payment), and less $34,643,112.43 (representing the Collection Account Initial
Deposit).
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, Eligible Loans or Purchased Loans, as applicable, shall be
deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby
makes the representations and warranties set forth in Sections 5(A) and (B) of
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 related ▇▇▇▇ of Sale, including the Loan
Transmittal Summary Form attached to the ▇▇▇▇ of Sale (in lieu of OE Form 1074)
as official notification to the applicable Guarantor of assignment to
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the Eligible Lender Trustee for the benefit of the Purchaser of the Loans
purchased pursuant hereto on the Closing Date.
The parties hereto intend that the transfer of Purchased Loans described
in the related ▇▇▇▇ of Sale and related Loan Transmittal Summary Form be, and be
construed as, a valid sale of such Purchased 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 Purchased Loans described in the
related ▇▇▇▇ of Sale and related Loan Transmittal Summary Form to secure a loan
in an amount equal to the Purchase Price of such Purchased Loans.
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IN WITNESS WHEREOF, the parties hereto have caused this Sale Agreement to
be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SLM FUNDING LLC SLM STUDENT LOAN TRUST 2004-7
-------------------------------- -----------------------------------
(Seller) (Purchaser)
by Chase Manhattan Bank USA,
National Association, not in its
individual capacity but solely as
Eligible Lender Trustee
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, not in its NATIONAL ASSOCIATION, not in
individual capacity but solely its individual capacity but solely
as Interim Eligible Lender as Eligible Lender Trustee
Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
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ATTACHMENT B
SALE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED JULY 28, 2004
Chase Manhattan Bank USA, National Association as Interim Eligible Lender
Trustee for the benefit of SLM Funding LLC (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 ▇▇▇▇ of Sale dated the date
hereof 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 2004-7 (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 the Seller, the 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 the Purchaser as the 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 PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS,
CONDITIONS AND COVENANTS, INCLUDING THIS 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 THE PURCHASER'S
PAYMENT TO THE SELLER OF THE INITIAL PAYMENT AS DEFINED IN THE MASTER SALE TERMS
AND, UNLESS OTHERWISE AGREED BY THE SELLER AND THE PURCHASER, SHALL BE EFFECTIVE
AS OF THE DATE OF THE RELATED ▇▇▇▇ 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
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Chase Manhattan Bank USA, National Association, not Chase Manhattan Bank USA, National Association,
in its individual capacity but solely as Interim not in its individual capacity but solely as
Eligible Lender Trustee for the Benefit of SLM Eligible Lender Trustee on behalf of SLM Student
Funding LLC Loan Trust 2004-7
Lender Code: 833 253
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ (Signature of Authorized Signatory for the
(Signature of Authorized Officer) Purchaser)
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
Date of Purchase: July 28, ▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇ ▇▇▇▇ DATED JULY 28, 2004
The undersigned SLM Funding LLC ("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 July 1, 2004 ("Interim
Eligible Lender Trustee"), for value received and pursuant to the terms and
conditions of Sale Agreement Number 1 ("Sale Agreement") among the Seller, the
Interim Eligible Lender Trustee, SLM Student Loan Trust 2004-7 ("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
the Purchaser and its assignees all right, title and interest of the Seller and
the Interim Eligible Lender Trustee, including the insurance interest of the
Seller and the Interim Eligible Lender Trustee under the Federal Family
Education Loan Program (20 U.S.C. 1071 et seq.), that the Eligible Lender
Trustee on behalf of the Purchaser has accepted for purchase. The portfolio of
Loans accepted for purchase by the Eligible Lender Trustee on behalf of the
Purchaser and the effective date of sale and purchase are described below and
the individual accounts are listed on the Schedule A attached hereto.
The 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. The Seller and the Interim
Eligible Lender Trustee authorize the Eligible Lender Trustee on behalf of the
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 the Purchaser of the related Loans on the Closing Date.
LISTING OF LOANS ON FOLLOWING PAGE
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CERTAIN OTHER LOAN CRITERIA
- Not in claims status, not previously rejected
- Not in litigation
- Last disbursement was on or before the Statistical Cutoff Date
- Loan is not swap-pending
*Based upon the Seller's estimated calculations, which may be adjusted upward or
downward based upon the Purchaser's reconciliation.
**Includes interest to be capitalized.
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GUARANTORS:
American Student Assistance
Arizona Educational Loan Program
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Educational Credit Management Corporation of Virginia
Finance Authority of Maine
Florida Bureau of Student Financial Assistance
Georgia Higher Education Assistance Corporation
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kansas United Student Aid Funds
Kentucky Higher Education Assistance Authority
Louisiana Office of Student Financial Assistance
Maryland Higher Education Loan Corporation
Michigan Guaranty Agency
Missouri Student Loan Program
Montana Guaranteed Student Loan Program
Nebraska Student Loan Program
New Jersey Office of Student Assistance
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma Guaranteed Student Loan Program
Oregon State Scholarship 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
-------------------------------------------------- -------------------------------------------------
Chase Manhattan Bank USA, National Association not Chase Manhattan Bank USA, National Association,
in its individual capacity but solely as Interim not in its individual capacity but solely as
Eligible Lender Trustee for the benefit of SLM Eligible Lender Trustee on behalf of SLM Student
Funding LLC Loan Trust 2004-7
Lender Code: ________________________
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ (Signature of Authorized Signatory for the
(Signature of Authorized Officer) Purchaser)
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: ______________________________ Title: Vice President
Date of Purchase: July 28, 2004