EXHIBIT 99.2
SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Sale Agreement Master Securitization Terms Number 1000
("Master Sale Terms") dated as of November 25, 2003 among SLM Funding LLC (in
such capacity, the "Seller"), SLM Student Loan Trust 2003-12 (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 November 1, 2003 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 2003-12 (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 Purchaser may desire to purchase such loans from
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 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.
Section 2. Definitions. Capitalized terms used but not
otherwise defined herein shall have the definitions set forth in Appendix A-1 to
this agreement.
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 the document in the form of
Attachment B hereto, executed by an authorized officer of the Seller and the
Interim Eligible Lender Trustee for the benefit of Seller which shall (i) set
forth the Loans offered by the Seller and the Interim Eligible Lender Trustee
for the benefit of the Seller and accepted for purchase by the Eligible Lender
Trustee on behalf of the Purchaser and (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 the ▇▇▇▇ of Sale
and (iii) certify that the representations and warranties made by the Seller
pursuant to Section 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 October 20, 2003 and, with
respect to subsequent sales hereunder, a date agreed to by Seller and Purchaser
to use in determining the Principal Balance and accrued interest to be
capitalized for purposes of completing the Loan Transmittal Summary Form.
(F) "Delinquent" means the period any payment of
principal or interest due on the Loan is overdue.
(G) "Eligible Loan" means a Loan offered for sale by
Seller under the Sale Agreement which as of the Cutoff Date is current or no
more Delinquent than permitted under the Sale Agreement in payment of principal
or interest and which meets the following criteria as of the effective date of
the ▇▇▇▇ of Sale:
(i) is a Consolidation Loan;
(ii) is owned by Seller and is fully disbursed;
(iii) is guaranteed as to principal and interest by the
applicable Guarantor to the maximum extent permitted by the Higher
Education Act for such Loan;
(iv) bears interest at a stated rate of not less than the
maximum rate permitted under the Higher Education Act for such Loan;
-2-
(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 as of the Cutoff Date;
(viii) the last disbursement was 90 days or more from the
Cutoff Date;
(ix) is supported by the following documentation:
1. loan application, and any supplement
thereto,
2. original promissory note and any addendum
(or the electronic records evidencing the same),
3. evidence of guarantee,
4. any other document and/or record which
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 Cutoff 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,
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
-3-
10. if applicable, 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
2.8(p), 2.9(f) and 2.10(a)(ii) of the Administration Agreement.
(I) "Initial Payment" means the dollar amount specified
in the applicable Sale Agreement.
(J) "Loan" means the Eligible Loans evidenced by the Note
sold on the Closing Date pursuant to the Sale Agreement and related
documentation together with any guaranties and other rights relating thereto
including, without limitation, Interest Subsidy Payments and Special Allowance
Payments.
(K) "Loan Transmittal Summary Forms" means the forms
provided to Seller by Purchaser and completed by Seller which list, by Borrower,
(i) the Loans subject to the ▇▇▇▇ of Sale and (ii) the outstanding Principal
Balance and accrued interest thereof as of the Cutoff Date.
(L) "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.
(M) [RESERVED]
(N) "Principal Balance" means the outstanding principal
amount of the Loan, plus interest expected to be capitalized (if any), less
amounts which may not be insured (such as late charges).
(O) "Purchase Price" means the Initial Payment.
(P) "Secretary" means the United States Secretary of
Education or any successor.
(Q) [RESERVED]
(R) [RESERVED]
(S) "Subsidized" means a Loan for which the interest rate
is governed by Section 427(a) or 427(d) of the Higher Education Act.
(T) "Unsubsidized" means a Loan made pursuant to Section
428H of the Higher Education Act.
Section 3. Sale/Purchase.
(A) Consummation of Sale and Purchase. The sale and
purchase of Eligible Loans pursuant to a Sale Agreement shall be consummated
upon (i) Purchaser's receipt from the
-4-
Seller and the Interim Eligible Lender Trustee for the benefit of the Seller of
the ▇▇▇▇ of Sale, (ii) the payment by Purchaser to 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. Seller and 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 date of the
▇▇▇▇ of Sale, the Purchaser shall pay the Seller the Initial Payment by wire
transfer in immediately available funds to the account specified by Seller.
(C) Interest Subsidy And Special Allowance Payments And
Rebate Fees. The Seller shall be entitled to all Interest Subsidy Payments and
Special Allowance Payments on the Consolidation Loans up to but not including
the Cutoff Date and shall be responsible for the payment of any rebate fees
applicable to the Consolidation Loans subject to each ▇▇▇▇ of Sale accruing up
to but not including the Closing Date. The Purchaser and the Eligible Lender
Trustee, for the benefit of Purchaser, shall be entitled to all Special
Allowance Payments and Interest Subsidy Payments accruing from the Cutoff Date
and shall be responsible for the payment of any rebate fees applicable to the
Consolidation Loans subject to any ▇▇▇▇ of Sale accruing from the Closing Date.
(D) Special Programs. In consideration of the sale of the
Eligible Loans under these Master Sale Terms and each Sale Agreement, Purchaser
agrees to cause the Servicer to offer borrowers of Trust Student Loans all
special programs whether or not in existence as of the date of any Sale
Agreement generally offered to the obligors of comparable loans owned by ▇▇▇▇▇▇
Mae subject to the terms and conditions of Section 3.12 of the Servicing
Agreement.
Section 4. Conditions Precedent to Sale and Purchase.
(A) Activities Prior to the Sale. Following the execution
of a Sale Agreement, Seller shall provide any assistance requested by Purchaser
in determining that all required documentation on the Loans is present and
correct.
(B) Continued Servicing. Seller shall service, or cause
to be serviced, all Loans as required under the Higher Education Act until the
date of the ▇▇▇▇ of Sale.
(C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form. Seller
shall deliver to 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
Loans offered by the Seller, (b) has been accepted by Purchaser as set
forth thereon, selling, assigning and conveying to the Eligible Lender
Trustee for the benefit of the Purchaser and its assignees all right,
title and interest of the Seller and the Interim Eligible Lender
Trustee for the benefit of the Seller, including the insurance interest
of the Interim Eligible Lender Trustee for the benefit of the Seller,
in each of the Loans, and (c) states that the representations and
warranties made by Seller in
-5-
Section 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 Seller in the Loans to the Eligible
Lender Trustee for the benefit of the Purchaser with the form of endorsement
provided for in the Sale Agreement.
At the direction of and in such form as Purchaser may
designate, the Seller also agrees to individually endorse any Eligible Loan as
Purchaser may request from time to time.
(E) Officer's Certificate. Seller shall furnish to
Purchaser, with each ▇▇▇▇ of Sale provided in connection with each sale of Loans
pursuant to these Master Sale Terms, an Officer's Certificate, dated as of the
date of such ▇▇▇▇ of Sale.
(F) Loan Transfer Statement. Upon Purchaser's request,
Seller shall deliver to Purchaser one (1) or more Loan Transfer Statements
(Department Form OE 1074 or its equivalent) provided by Purchaser, executed by
the Interim Eligible Lender Trustee for the benefit of the Seller and dated the
date of the ▇▇▇▇ of Sale. Seller agrees that Purchaser and the 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 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 ▇▇▇▇ of Sale.
(G) Power of Attorney. 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 physical possession of any Note
from ▇▇▇▇▇▇ ▇▇▇ or the Servicer to the Eligible Lender Trustee or the Indenture
Trustee or any other custodian on behalf of either of them.
Section 5. Representations and Warranties of Seller and
Eligible Lender Trustee.
(A) General. Seller represents and warrants to Purchaser
that with respect to a portfolio of Loans as of the date of each Sale Agreement
and ▇▇▇▇ 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;
-6-
(ii) The Interim Eligible Lender Trustee and the Seller
are duly organized and existing under the laws of the applicable
jurisdiction;
(iii) The Interim Eligible Lender Trustee and the Seller
have all requisite power and authority to enter into and to perform the
terms of these Master Sale Terms and each Sale Agreement; and
(iv) The Interim Eligible Lender Trustee and the Seller
will not, with respect to any Loan purchased under Sale Agreements
executed pursuant to these Master Sale Terms, agree to release any
Guarantor from any of its contractual obligations as an insurer of such
Loan or agree otherwise to alter, amend or renegotiate any material
term or condition under which such Loan is insured, except as required
by law or rules and regulations issued pursuant to law, without the
express prior written consent of Purchaser.
(B) Particular. Seller represents and warrants to
Purchaser as to the Loans purchased by Purchaser under each Sale Agreement and
each ▇▇▇▇ of Sale executed pursuant to these Master Sale Terms:
(i) The Interim Eligible Lender Trustee for the benefit
of the Seller has good and marketable title to, and is the sole owner
of, the Loans, free and clear of all security interests, liens,
charges, claims, offsets, defenses, counterclaims or encumbrances of
any nature and no right of rescission, offsets, defenses, or
counterclaims have been asserted or threatened with respect to the
Loans;
(ii) These Master Terms create 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;
(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 Sale Agreement and the Loan Transmittal
Summary Form is true and correct;
(v) The Interim Eligible Lender Trustee and the Seller
are authorized to sell, assign, transfer and repurchase the Loans; and
the sale, assignment and transfer of such Loans is or, in the case of a
Loan repurchased by the Seller and or the Interim Eligible Lender
Trustee, will be made pursuant to and consistent with the laws and
regulations under which the Seller and the Interim Eligible Lender
Trustee operate, and will not violate any decree, judgment or order of
any court or agency, or conflict with or result in a breach of any of
the terms, conditions or provisions of any agreement or instrument to
which the Interim Eligible Lender Trustee or the Seller is a party or
by which the Interim Eligible Lender Trustee or Seller or its property
is bound, or constitute a default (or an event which could constitute a
default with the passage of time or notice or both) thereunder;
-7-
(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 for the consummation of the sale of the Loans hereunder to
the Interim Eligible Lender Trustee;
(viii) Each Loan has been duly made and serviced in
accordance with the provisions of the Federal Family Education Loan
Program established under the Higher Education Act, and has been duly
insured by a Guarantor; such guarantee is in full force and effect and
is freely transferable to the Eligible Lender Trustee for the benefit
of the Purchaser as an incident to the purchase of each Loan; and all
premiums due and payable to such Guarantor shall have been paid in full
as of the date of the ▇▇▇▇ of Sale;
(ix) Any payments on the Loans received by the Interim
Eligible Lender Trustee for the benefit of the Seller which have been
allocated to reduction of principal and interest on such Loans have
been allocated on a simple interest basis; the information with respect
to the Loans as of the Cutoff Date as stated on the Loan Transmittal
Summary Form is true and correct;
(x) Due diligence and reasonable care have been exercised
in the making, administering, servicing and collecting the Loans and,
with respect to any Loan for which repayment terms have been
established, all disclosures of information required to be made
pursuant to the Higher Education Act have been made;
(xi) All origination fees authorized to be collected
pursuant to Section 438 of the Higher Education Act have been paid to
the Secretary;
(xii) Each Loan has been duly made and serviced in
accordance with the provisions of all applicable federal and state
laws;
(xiii) No Loan is more than 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 the Seller nor any predecessor holder of any Loan has
waived any of the foregoing other than as permitted by the Basic
Documents;
(xiv) It is the intention of Seller, the Interim Eligible
Lender Trustee, the Eligible Lender Trustee, and the Purchaser, and the
Seller hereby warrants, that the transfer and assignment herein
contemplated constitute a valid sale of the Loans from Seller and the
Interim Eligible Lender Trustee to the Eligible Lender Trustee for the
benefit of Purchaser and that the beneficial interest in and title to
such Loans not be part of the Seller's estate in the event of the
bankruptcy of the Seller or the appointment of a receiver with respect
to Seller;
(xv) The Interim Eligible Lender Trustee and the Seller
have caused or will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the
security interest in the Loans granted to the Eligible Lender Trustee
hereunder;
-8-
(xvi) Except for Loans executed electronically, there is
only one original executed copy of the Note evidencing each Loan. For
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 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. The Seller and the Interim Eligible Lender
Trustee are not aware of any judgment or tax lien filings against the
Seller or the Interim Eligible Lender Trustee; and
(xviii) No Borrower of any Loan as of the Cutoff Date is
noted in the related Loan File as being currently involved in a
bankruptcy proceeding.
(C) The Eligible Lender Trustee and the Purchaser
represent and warrant that as of the date of each Sale Agreement and each ▇▇▇▇
of Sale:
(i) The Eligible Lender Trustee is duly organized and
validly existing in good standing under the laws of its governing
jurisdiction and has an office located within the State of Delaware. It
has all requisite corporate power and authority to execute, deliver and
perform its obligations under these Master Sale Terms;
(ii) The Eligible Lender Trustee has taken all corporate
action necessary to authorize the execution and delivery by it of these
Master Sale Terms and each Sale Agreement, and these Master Sale Terms
and each Sale Agreement have been and will be executed and delivered by
one of its officers who is duly authorized to execute and deliver the
Sale Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these
Master Sale Terms and each Sale Agreement, nor the consummation by it
of the transactions contemplated hereby or thereby nor compliance by it
with any of the terms or provisions hereof or thereof will contravene
any Federal or Delaware state law, governmental rule or regulation
governing the banking or trust powers of the Eligible Lender Trustee or
any judgment or order binding on it, or constitute any default under
its charter documents or
-9-
by-laws or any indenture, mortgage, contract, agreement or instrument
to which it is a party or by which any of its properties may be bound;
and
(iv) The Eligible Lender Trustee is an "eligible lender"
as such term is defined in Section 435(d) of the Higher Education Act,
for purposes of holding legal title to the Trust Student Loans as
contemplated by these Master Sale Terms and each Sale Agreement and the
other Basic Documents, it has a lender identification number with
respect to the Trust Student Loans from the Department and has in
effect a Guarantee Agreement with each of the Guarantors with respect
to the Trust Student Loans.
Section 6. Purchase of Trust Student Loans; Reimbursement.
Each party to these Master Terms shall give notice to the other such parties and
to the Servicer, the Administrator and ▇▇▇▇▇▇ ▇▇▇ promptly, in writing, upon the
discovery of any breach of 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, Seller shall repurchase any
affected Trust Student Loan not later than 120 days following the earlier of the
date of discovery of such material breach and the date of receipt of the
Guarantor reject transmittal form with respect to such Trust Student Loan. In
the event of such a material breach which is curable by reinstatement of the
applicable Guarantor's guarantee of such Trust Student Loan, unless the material
breach shall have been cured within 360 days following the earlier of the date
of discovery of such material breach and the date of receipt of the Guarantor
reject transmittal form with respect to such Trust Student Loan, the Seller
shall purchase such Trust Student Loan not later than the sixtieth day following
the end of such 360-day period. The Seller shall also remit as provided in
Section 2.6 of the Administration Agreement on the date of purchase of any Trust
Student Loan pursuant to this Section 6 an amount equal to all non-guaranteed
interest amounts and forfeited Interest Subsidy Payments and Special Allowance
Payments with respect to such Trust Student Loan. In consideration of the
purchase of any such Trust Student Loan pursuant to this Section 6, the Seller
shall remit the Purchase Amount in the manner specified in Section 2.6 of the
Administration Agreement.
In addition, if any breach of Sections 5(A) and (B) hereof by
the Seller does not trigger such purchase obligation but does result in the
refusal by a Guarantor to guarantee all or a portion of the accrued interest (or
any obligation of the Purchaser to repay such interest to a Guarantor), or the
loss (including any obligation of the Purchaser to repay the Department) of
Interest Subsidy Payments and Special Allowance Payments, with respect to any
Trust Student Loan affected by such breach, then the Seller shall reimburse the
Purchaser by remitting an amount equal to the sum of all such non-guaranteed
interest amounts and such forfeited Interest Subsidy Payments or Special
Allowance Payments in the manner specified in Section 2.6 of the Administration
Agreement not later than (i) the last day of the next Collection Period ending
not less than 60 days from the date of the Guarantor's refusal to guarantee all
or a portion of accrued interest or loss of Interest Subsidy Payments or Special
Allowance Payments, or (ii) in the case where the Seller reasonably believes
such losses are likely to be collected, not later than the last day of the next
Collection Period ending not less than 360 days from the date of the Guarantor's
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
-10-
to reimburse the Purchaser for interest that is then capitalized, however, such
amounts shall be reimbursed if the borrower subsequently defaults and such
capitalized interest is not paid by the Guarantor.
Anything in this Section 6 to the contrary notwithstanding, if
as of the last Business Day of any month the aggregate outstanding principal
amount of Trust Student Loans with respect to which claims have been filed with
and rejected by a Guarantor or with respect to which the Servicer determines
that claims cannot be filed pursuant to the Higher Education Act as a result of
a breach by the Seller or the Servicer, exceeds 1% of the Pool Balance, the
Seller or the Servicer shall purchase, within 30 days of a written request of
the Eligible Lender Trustee or the Indenture Trustee, such affected Trust
Student Loans in an aggregate principal amount such that after such purchase the
aggregate principal amount of such affected Trust Student Loans is less than 1%
of the Pool Balance. The Trust Student Loans to be purchased by the Seller or
the Servicer pursuant to the preceding sentence shall be based on the date of
claim rejection (or the date of notice referred to in the first sentence of this
Section 6), with Trust Student Loans with the earliest such date to be purchased
first.
In lieu of repurchasing Trust Student Loans pursuant to this
Section 6, the Seller may, at its option, substitute Eligible Loans or arrange
for the substitution of Eligible Loans which are substantially similar on an
aggregate basis as of the date of substitution to the Trust Student Loans for
which they are being substituted with respect to the following characteristics:
(1) status (i.e., in-school, grace, deferment,
forbearance or repayment),
(2) program type (i.e., Unsubsidized or
Subsidized Consolidation (pre-1993 vs. post-1993)),
(3) school type,
(4) total return,
(5) principal balance, and
(6) remaining term to maturity.
In addition, each substituted Eligible Loan will comply, as of
the date of substitution, with all of the representations and warranties made
hereunder. In choosing Eligible Loans to be substituted pursuant to this Section
6, the Seller shall make a reasonable determination that the Eligible Loans to
be substituted will not have a material adverse effect on the Noteholders.
In the event that Seller elects to substitute Eligible Loans
pursuant to this Section 6, the Seller will remit to the Administrator the
amount of any shortfall between the 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
-11-
Purchaser, the Eligible Lender Trustee and the Noteholders with respect to a
breach by the Seller pursuant to Section 5(A) and (B) hereof shall be to require
the Seller to purchase Trust Student Loans, to reimburse the Purchaser as
provided above or to substitute Student Loans pursuant to this Section. The
Eligible Lender Trustee shall have no duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the purchase of
any Trust Student Loan or the reimbursement for any interest penalty pursuant to
this Section 6.
Section 7. Obligation to Remit Subsequent Payments and Forward
Communications. (A) Any payment received by Seller with respect to amounts
accrued after the Date of the ▇▇▇▇ of Sale for any Loan sold to Purchaser, which
payment is not reflected in the Loan Transmittal Summary Form, shall be received
by Seller in trust for the account of Purchaser and the Seller hereby disclaims
any title to or interest in any such amounts. Within two (2) Business Days
following the date of receipt, Seller shall remit to Purchaser an amount equal
to any such payments along with a listing on a form provided by Purchaser
identifying the Loans with respect to which such payments were made, the amount
of each such payment and the date each such payment was received.
(B) Any written communication received at any time by
Seller with respect to any Loan subject to any Sale Agreement shall be
transmitted by Seller to Servicer within two (2) Business Days of receipt. Such
communications shall include, but not be limited to, letters, notices of death
or disability, notices of bankruptcy, forms requesting deferment of repayment or
loan cancellation, and like documents.
Section 8. Continuing Obligation of Seller. The Seller shall
provide all reasonable assistance necessary for Purchaser to resolve account
problems raised by any Borrower, the Guarantor or the Secretary provided such
account problems are attributable to or are alleged to be attributable to (a) an
event occurring during the period Seller owned the Loan, or (b) a payment made
or alleged to have been made to Seller. Further, the Seller agrees to execute
any financing statements at the request of the Purchaser in order to reflect the
Purchaser's interest in the Loans.
Section 9. Liability of Seller; Indemnities. The Seller shall
be liable in accordance herewith only to the extent of the obligations
specifically undertaken by the Seller under these Master Sale Terms.
(i) The Seller shall indemnify, defend and hold harmless
the Purchaser and the Eligible Lender Trustee in its individual
capacity and their officers, directors, employees and agents from and
against any taxes that may at any time be asserted against any such
Person with respect to the transactions contemplated herein and in the
other Basic Documents (except any such income taxes arising out of fees
paid to the Eligible Lender Trustee), including any sales, gross
receipts, general corporation, tangible and intangible personal
property, privilege or license taxes and costs and expenses in
defending against the same.
(ii) The Seller shall indemnify, defend and hold harmless
the Purchaser and the Eligible Lender Trustee in its individual
capacity and their officers, directors, employees and agents of the
Purchaser and the Eligible Lender Trustee from and against any and all
-12-
costs, expenses, losses, claims, damages and liabilities arising out
of, or imposed upon such Person through, the Seller's willful
misfeasance, bad faith or gross negligence in the performance of its
duties under the Sale Agreement, or by reason of reckless disregard of
its obligations and duties under the Sale Agreement.
(iii) The Seller shall be liable as primary obligor for,
and shall indemnify, defend and hold harmless the Eligible Lender
Trustee in its individual capacity and its officers, directors,
employees and agents from and against, all costs, expenses, losses,
claims, damages, obligations and liabilities arising out of, incurred
in connection with or relating to the Sale Agreement, the other Basic
Documents, the acceptance or performance of the trusts and duties set
forth herein and in the Sale Agreement or the action or the inaction of
the Eligible Lender Trustee hereunder, except to the extent that such
cost, expense, loss, claim, damage, obligation or liability: (a) shall
be due to the willful misfeasance, bad faith or negligence (except for
errors in judgment) of the Eligible Lender Trustee, (b) shall arise
from any breach by the Eligible Lender Trustee of its covenants in its
individual capacity under any of the Basic Documents; or (c) shall
arise from the breach by the Eligible Lender Trustee of any of its
representations or warranties in its individual capacity set forth in
these Master Sale Terms or any Sale Agreement. In the event of any
claim, action or proceeding for which indemnity will be sought pursuant
to this paragraph, the Eligible Lender Trustee's choice of legal
counsel shall be subject to the approval of the Seller, which approval
shall not be unreasonably withheld.
Indemnification under this Section 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 Seller. Any Person (a) into which the Seller may be merged or
consolidated, (b) which may result from any merger or consolidation to which the
Seller shall be a party or (c) which may succeed to the properties and assets of
the Seller substantially as a whole, shall be the successor to the Seller
without the execution or filing of any document or any further act by any of the
parties to these Master Sale Terms; provided, however, that the Seller hereby
covenants that it will not consummate any of the foregoing transactions except
upon satisfaction of the following: (i) the surviving Person, if other than the
Seller, executes an agreement of assumption to perform every obligation of the
Seller under these Master Sale Terms, (ii) immediately after giving effect to
such transaction, no representation or warranty made pursuant to Section 5
herein shall have been breached, (iii) the surviving Person, if other than the
Seller, shall have delivered to the Eligible Lender Trustee an Officers'
Certificate and an Opinion of Counsel each stating that such consolidation,
merger or succession and such agreement of assumption comply with this Section
and that all conditions precedent, if any, provided for in these Master Sale
Terms relating to such transaction have been complied with, and that the Rating
Agency Condition shall have been satisfied with respect to such transaction,
(iv) if the Seller is not the surviving entity, such transaction will not result
in a material adverse Federal or state tax consequence to the Purchaser
-13-
or the Noteholders and (v) if the Seller is not the surviving entity, the Seller
shall have delivered to the Eligible Lender Trustee an Opinion of Counsel either
(A) stating that, in the opinion of such counsel, all financing statements and
continuation statements and amendments thereto have been executed and filed that
are necessary fully to preserve and protect the interest of the Purchaser and
the Eligible Lender Trustee, respectively, in the Loans and reciting the details
of such filings, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interests.
Section 11. Limitation on Liability of Seller and Others. The
Seller and any director or officer or employee or agent thereof may rely in good
faith on the advice of counsel or on any document of any kind, prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder (provided that such reliance shall not limit in any way the Seller's
obligations under Section 5 herein). The Seller shall not be under any
obligation to appear in, prosecute or defend any legal action that shall not be
incidental to its obligations under these Master Sale Terms or any Sale
Agreement, and that in its opinion may involve it in any expense or liability.
Except as provided herein, the repurchase (or substitution) and reimbursement
obligations of Seller will constitute the sole remedy available to Purchaser for
uncured breaches; provided, however, that the information with respect to the
Loans listed on the ▇▇▇▇ 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 listed on the ▇▇▇▇ of Sale is less than the
aggregate Principal Balance stated on the ▇▇▇▇ of Sale, Seller shall remit such
amount to the Eligible Lender Trustee for the benefit of the Purchaser. Such
reconciliation payment shall be made from time to time but no less frequently
than semi-annually.
Section 12. Limitation of Liability of Eligible Lender
Trustee. Notwithstanding anything contained herein to the contrary, these Master
Sale Terms and any Sale Agreement have been signed by Chase Manhattan Bank USA,
National Association, not in its individual capacity but solely in its capacity
as Eligible Lender Trustee for the Purchaser and the Interim Eligible Lender
Trustee for the Seller, as the case may be, and in no event shall Chase
Manhattan Bank USA, National Association in its individual capacity, have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Eligible Lender Trustee, the Interim Eligible Lender Trustee,
the Purchaser or of the Seller, respectively, under these Master Sale Terms or
any Sale Agreement or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of the Purchaser or the Seller, as the case may be.
Section 13. Expenses. Except as otherwise provided herein,
each party to these Master Sale Terms or any Sale Agreement shall pay its own
expense incurred in connection with the preparation, execution and delivery of
these Master Sale Terms or any Sale Agreement and the transactions contemplated
herein or therein.
Section 14. Survival Of Covenants/Supersession. All covenants,
agreements, representations and warranties made herein and in or pursuant to any
Sale Agreements executed pursuant to these Master Sale Terms shall survive the
consummation of the purchase of the Loans provided for in each Sale Agreement.
All covenants, agreements, representations and warranties made or furnished
pursuant hereto by or for the benefit of Seller shall bind and inure to the
benefit of any successors or assigns of Purchaser and shall survive with respect
to each
-14-
Loan. Each Sale Agreement supersedes all previous agreements and understandings
between Purchaser and Seller with respect to the subject matter thereof. A Sale
Agreement may be changed, modified or discharged, and any rights or obligations
hereunder may be waived, only by a written instrument signed by a duly
authorized officer of the party against whom enforcement of any such waiver,
change, modification or discharge is sought. The waiver by Purchaser of any
covenant, agreement, representation or warranty required to be made or furnished
by Seller or the waiver by Purchaser of any provision herein contained or
contained in any Sale Agreement shall not be deemed to be a waiver of any breach
of any other covenant, agreement, representation, warranty or provision herein
contained or contained in any Sale Agreement, nor shall any waiver or any custom
or practice which may evolve between the parties in the administration of the
terms hereof or of any Sale Agreement, be construed to lessen the right of
Purchaser to insist upon the performance by Seller in strict accordance with
said terms.
Section 15. Communication and Notice Requirements. All
communications, notices and approvals provided for hereunder shall be in writing
and mailed or delivered to Seller or Purchaser, as the case may be, addressed as
set forth in the Sale Agreement or at such other address as either party may
hereafter designate by notice to the other party. Notice given in any such
communication, mailed to Seller or Purchaser by appropriately addressed
registered mail, shall be deemed to have been given on the day following the
date of such mailing.
Section 16. Form of Instruments. All instruments and documents
delivered in connection with these Master Sale Terms and any Sale Agreement, and
all proceedings to be taken in connection with these Master Sale Terms and any
Sale Agreement and the transactions contemplated herein and therein, shall be in
a form as set forth in the attachments hereto, and Purchaser shall have received
copies of such documents as it or its counsel shall reasonably request in
connection therewith. Any instrument or document which is substantially in the
same form as an Attachment hereto or a recital herein will be deemed to be
satisfactory as to form.
Section 17. Amendment. These Master Sale Terms and any Sale
Agreement may be amended by the parties thereto without the consent of the
related Noteholders for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of such Master Sale Terms and
Sale Agreements or of modifying in any manner the rights of such Noteholders;
provided that such action will not, in the opinion of counsel satisfactory to
the related Indenture Trustee, materially and adversely affect the interest of
any such Noteholder.
In addition, these Master Sale Terms and any Sale Agreement
may also be amended from time to time by the Seller, the Interim Eligible Lender
Trustee, the Eligible Lender Trustee and the Purchaser, with the consent of the
Noteholders of Notes evidencing a majority of the Outstanding Amount of the
Notes, for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of these Master Sale Terms or any Sale
Agreement or of modifying in any manner the rights of the Noteholders; provided,
however, that no such amendment shall (a) increase or reduce in any manner the
amount of, or accelerate or delay the time of, collections of payments with
respect to Loans or distributions that shall be required to be made for the
benefit of the Noteholders or (b) reduce the aforesaid percentage of
-15-
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 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, Seller and the Interim Eligible Lender
Trustee shall not acquiesce, petition or otherwise invoke or cause Purchaser to
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against Purchaser under any Federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of
Purchaser or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Purchaser.
Notwithstanding any prior termination of these Master Sale
Terms, the Eligible Lender Trustee and the Purchaser shall not acquiesce,
petition or otherwise invoke or cause Seller to invoke the process of commencing
or sustaining a case against the Seller under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of Seller or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Purchaser.
Section 19. Assignment. The Seller and the Interim Eligible
Lender Trustee each hereby assigns its entire right, title and interest as
purchaser and as the Interim Eligible Lender Trustee under the Purchase
Agreement Master Securitization Terms Number 1000 and any Purchase Agreement
thereunder to Purchaser as of the date hereof and acknowledges that the
Purchaser and the Eligible Lender Trustee on behalf of the Purchaser will assign
the same, together with the right, title and interest of the Purchaser and the
Eligible Lender Trustee hereunder, to the Indenture Trustee under the Indenture.
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.
-16-
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 2003-12
(Seller) (Purchaser)
by Chase Manhattan Bank USA, National
Association, not in its individual
capacity but solely as Eligible
Lender Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, NATIONAL ASSOCIATION,
not in its individual capacity but not in its individual capacity
solely as Interim Eligible Lender but solely as Eligible Lender
Trustee Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
ATTACHMENT A
SALE AGREEMENT
DATED AS OF NOVEMBER 25, 2003
SALE AGREEMENT NUMBER 1
Each of the Chase Manhattan Bank USA, National Association as
Interim Eligible Lender Trustee (the "Interim Eligible Lender Trustee") for the
benefit of SLM Funding LLC (the "Seller") and the Seller hereby offer for sale
to the Eligible Lender Trustee on behalf of SLM Student Loan Trust 2003-12 (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 Delinquent as of the Cutoff Date which date shall be October 20,
2003.
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 of the Loans shall equal $2,495,190,396, equal to
$1,857,695,949 (representing the sale price of the Floating Rate Notes less
initial purchasers' commissions and fees), plus $665,052,310 (representing the
sale price of the Reset Rate Notes less underwriters' discounts and fees), less
$6,265,863 (representing the Reserve Account Initial Deposit), less $21,250,000
(representing the Capitalized Interest Account Initial Deposit), less $37,000
(representing the Interest Rate Cap Upfront Payment), and less $5,000
(representing the Remarketing Agents' Upfront Fee).
This document shall constitute a Sale Agreement as referred to
in the Master Sale Terms and, except as modified herein, each term used herein
shall have the same meaning as in the Master Sale Terms. All references in the
Master Sale Terms to Loans or Eligible Loans shall be deemed to refer to the
Loans governed by this Sale Agreement. Seller hereby makes, as of the date
hereof, all the representations and warranties contained in the Master Sale
Terms and makes such representations and warranties with respect to the Loans
governed by this Sale Agreement.
Each of the Seller and the Interim Eligible Lender Trustee for
the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit
of the Purchaser to use a copy of the ▇▇▇▇ 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 Guarantors of assignment to the
Eligible Lender Trustee for the benefit of the Purchaser of the Loans on the
date of purchase.
A-1
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. However, in the event that notwithstanding the
intentions of the parties, such transfer is deemed to be a transfer for
security, then each of the Interim Eligible Lender Trustee and the Seller hereby
grants to the Eligible Lender Trustee on behalf of the Purchaser a first
priority security interest in and to all Loans described in the ▇▇▇▇ of Sale and
Loan Transmittal Summary Form to secure a loan in an amount equal to the
Purchase Price of such Loans.
A-2
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 2003-12
(Seller) (Purchaser)
by Chase Manhattan Bank USA, National
Association, not in its individual
capacity but solely as Eligible
Lender Trustee
By: __________________________________ By: _________________________________
Name: Name:
Title: Title:
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, NATIONAL ASSOCIATION,
not in its individual capacity but not in its individual capacity
solely as Interim Eligible Lender but solely as Eligible Lender
Trustee Trustee
By: __________________________________ By: _________________________________
Name: Name:
Title: Title:
A-3
SALE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED NOVEMBER 25, 2003
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
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 2003-12 (the
"Purchaser"). This endorsement is in blank, unrestricted form and without
recourse except as provided in Section 6 of the Master Sale Terms referred to in
the Sale Agreement among Seller, Purchaser, Interim Eligible Lender Trustee, and
the Eligible Lender Trustee which covers this promissory note..
This endorsement may be effected by attaching either this
instrument or a facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, the Interim Eligible Lender
Trustee for the benefit of the Seller agrees to individually endorse each Note
in the form provided by Purchaser as Purchaser may from time to time require or
if such individual endorsement is required by the Guarantor of the Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE SALE AGREEMENT
MASTER LOAN SECURITIZATION TERMS 1000. BY EXECUTION HEREOF, THE SELLER
ACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL
TERMS, CONDITIONS AND COVENANTS OF THE SALE AGREEMENT ("SALE AGREEMENT"). THE
SALE AND PURCHASE SHALL BE CONSUMMATED UPON PURCHASER'S PAYMENT TO SELLER OF THE
INITIAL PAYMENT AS DEFINED IN THE MASTER SALE TERMS AND, UNLESS OTHERWISE AGREED
BY SELLER AND PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE ▇▇▇▇ OF SALE.
A-4
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
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim Eligible capacity but solely as Eligible Lender
Lender Trustee for the Benefit of SLM Trustee on behalf of SLM Student Loan
Funding LLC Loan Trust 2003-12 Trust 2003-12
Lender Code: 833 253 By: __________________________________
(Signature of Authorized Signatory
By: ___________________________________ for Purchaser)
(Signature of Authorized Officer)
Name: ________________________________
Name: _________________________________
Title: _______________________________
Title: ________________________________
Date of Purchase: ____________________
A-5
ATTACHMENT B
▇▇▇▇ OF SALE DATED NOVEMBER 25, 2003
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 November 1,
2003 ("Interim Eligible Lender Trustee"), for value received and pursuant to the
terms and conditions of Sale Agreement Number 1 ("Sale Agreement") among Seller,
the Interim Eligible Lender Trustee, SLM Student Loan Trust 2003-12
("Purchaser") and Chase Manhattan Bank USA, National Association as the Eligible
Lender Trustee, do hereby sell, assign and convey to the Eligible Lender Trustee
on behalf of Purchaser and its assignees all right, title and interest of Seller
and the Interim Eligible Lender Trustee, including the insurance interest of
Seller and the Interim Eligible Lender Trustee under the Federal Family
Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein
which the Eligible Lender Trustee on behalf of Purchaser has accepted for
purchase. The portfolio accepted for purchase by the Eligible Lender Trustee on
behalf of Purchaser and the effective date of sale and purchase are described
below and the individual accounts are listed on the Schedule A attached hereto.
Seller hereby makes the representations and warranties set
forth in Section 5 of the Sale Agreement Master Securitization Terms Number 1000
incorporated by reference in the Sale Agreement. Seller and the Interim Eligible
Lender Trustee authorize the Eligible Lender Trustee on behalf of Purchaser to
use a copy of this document (in lieu of OE Form 1074) as official notification
to the Guarantor(s) of assignment to the Eligible Lender Trustee on behalf of
Purchaser of the Loans on the date of purchase.
LISTING OF LOANS ON FOLLOWING PAGE
B-1
CERTAIN OTHER LOAN CRITERIA
- Not in claims status, not previously rejected
- Not in litigation
- Last disbursement was 90 days or more from cutoff date
- Loan is not swap-pending
* Based upon Seller's estimated calculations, which may be adjusted upward or
downward based upon Purchaser's reconciliation.
** Includes interest to be capitalized.
B-2
GUARANTOR(S):
American Student Assistance
California Student Aid Commission
Colorado Student Loan Program
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
Michigan Guaranty Agency
Montana Guaranteed Student Loan Program
New Jersey Higher Education Student 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
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
B-3
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 Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim Eligible capacity but solely as Eligible Lender
Lender Trustee for the Benefit of SLM Trustee on behalf of SLM Student Loan
Funding LLC Trust 2003-12
Lender Code: __________________________ By: __________________________________
(Signature of Authorized Signatory
By: ___________________________________ for Purchaser)
(Signature of Authorized Officer)
Name: ________________________________
Name: _________________________________
Title: _______________________________
Title: ________________________________
Date of Purchase: ____________________
B-4