Exhibit 99.1
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000 ("Master
Terms") dated as of May 14, 2002 among SLM Funding Corporation ("Funding"),
Chase Manhattan Bank USA, National Association, not in its individual capacity
but solely as Interim Eligible Lender Trustee (the "Interim Eligible Lender
Trustee") for the benefit of Funding under the Interim Trust Agreement dated as
of May 1, 2002 between Funding and the Interim Eligible Lender Trustee, and
Student Loan Marketing Association ("▇▇▇▇▇▇ ▇▇▇"), shall be effective upon
execution by the parties hereto. References to Funding herein mean the Interim
Eligible Lender Trustee for all purposes involving the holding or transferring
of legal title to the Eligible Loans.
WHEREAS, ▇▇▇▇▇▇ Mae is the owner of certain student loans guaranteed under
the Higher Education Act;
WHEREAS, ▇▇▇▇▇▇ ▇▇▇ may desire to sell its interest in such loans from time
to time and Funding may desire to purchase such loans from ▇▇▇▇▇▇ Mae;
WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal title
to, and serve as eligible lender trustee with respect to, such loans on behalf
of Funding;
NOW, THEREFORE, in connection with the mutual promises contained herein,
the parties hereto agree as follows:
SECTION 1. TERMS
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These Master Terms establish the terms under which ▇▇▇▇▇▇ ▇▇▇ may sell and
Funding (and with respect to legal title, the Interim Eligible Lender Trustee on
behalf of Funding) may purchase the Loans (and all obligations of the Borrowers
thereunder) specified on each Purchase Agreement as the parties may execute from
time to time pursuant to these Master Terms. Each such Purchase Agreement shall
be substantially in the form of Attachment A hereto, incorporating by reference
the terms of these Master Terms, and shall be a separate agreement among ▇▇▇▇▇▇
Mae, Funding, and the Interim Eligible Lender Trustee on behalf of Funding with
respect to the Loans covered by the terms of such Purchase Agreement. If the
terms of a Purchase Agreement conflict with the terms of these Master Terms, the
terms of such Purchase Agreement shall supersede and govern.
SECTION 2. DEFINITIONS
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Capitalized terms used but not otherwise defined herein shall have the
definitions set forth in Appendix A hereto.
For purposes hereof:
(A) "Account" means all of the Eligible Loans hereunder of one (1) Borrower
that are of the same Loan type made under the identical subsection of the
Higher Education Act and in the same status.
(B) "▇▇▇▇ of Sale" means that document executed by an authorized officer of
▇▇▇▇▇▇ Mae which shall set forth the Loans offered by ▇▇▇▇▇▇ ▇▇▇ and
accepted for purchase by the Interim Eligible Lender Trustee for the
benefit of Funding and which shall sell, assign and convey to the Interim
Eligible Lender Trustee for the benefit of Funding and its assignees all
rights, title and interest of ▇▇▇▇▇▇ Mae in the Loans listed on the ▇▇▇▇ of
Sale and will certify that the representations and warranties made by
▇▇▇▇▇▇ Mae pursuant to Section 5(A) of these Master Terms are true and
correct.
(C) "Borrower" means the obligor on a Loan.
(D) "Consolidation Loan" means a Loan made pursuant to and in full
compliance with Section 428C of the Higher Education Act.
(E) "Cutoff Date" means April 8, 2002 and, with respect to subsequent sales
hereunder, a date agreed to by ▇▇▇▇▇▇ ▇▇▇ and Funding to use in determining
the Principal Balance and accrued interest to be capitalized for purposes
of completing the Loan Transmittal Summary Form.
(F) "Delinquent" means the period any payment of principal or interest due
on the Loan is overdue.
(G) "Eligible Loan" means a Loan offered for sale by ▇▇▇▇▇▇ Mae under the
Purchase Agreement which as of the Cutoff Date is current or no more
Delinquent than permitted under the Purchase Agreement in payment of
principal or interest and which meets the following criteria as of the
effective date of the ▇▇▇▇ of Sale:
(i) is a ▇▇▇▇▇▇▇▇ Loan, and is not a Consolidation Loan, a PLUS Loan
or an SLS Loan;
(ii) is owned by ▇▇▇▇▇▇ ▇▇▇ 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;
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(v) is eligible for the payment of the quarterly special allowance
at the full and undiminished rate established under the formula set
forth in the Higher Education Act for such Loan;
(vi) if not yet in repayment status, is eligible for the payment of
interest benefits by the Secretary or, if not so eligible, is a Loan
for which interest either is billed quarterly to Borrower or deferred
until commencement of the repayment period, in which case such accrued
interest is subject to capitalization to the full extent permitted by
the applicable Guarantor;
(vii) is supported by the following documentation:
(a) for each Loan:
1. loan application, and any supplement thereto,
2. original promissory note and any addendum thereto or a
certified copy thereof if more than one loan is
represented by a single promissory note and all loans so
represented are not being sold at the same time,
3. evidence of guarantee,
4. any other document and/or record which Funding may be
required to retain pursuant to Regulations; and
(b) for each Loan only if applicable:
1. payment history (or similar document) including (i) an
indication of the Principal Balance and the date through
which interest has been paid, each as of the Cutoff Date
and (ii) an accounting of the allocation of all payments
by Borrower or on Borrower's behalf to principal and
interest on the Loan,
2. documentation which supports periods of current or past
deferment or past forbearance,
3. a collection history, if the Loan was ever in a
delinquent status, including detailed summaries of
contacts and including the addresses or telephone numbers
used in contacting or attempting to contact Borrower and
any endorser and, if required by the
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Guarantor, copies of all letters and other correspondence
relating to due diligence processing,
4. evidence of all requests for skip-tracing assistance and
current address of Borrower, if located,
5. evidence of requests for pre-claims assistance, and evidence
that the Borrower's school(s) have been notified,
6. a record of any event resulting in a change to or
confirmation of any data in the Loan file.
(H) "Excess Distribution Certificate" means the certificate, substantially
in the form of Exhibit C to the Trust Agreement, evidencing the right to
receive payments thereon as set forth in Sections 2.8.1C.1(F)(ii) and
2.8.2B.2 of the Administration Agreement.
(I) "Initial Payment" means the dollar amount specified in the applicable
Purchase Agreement.
(J) "Loan" means the Note or Notes offered for sale pursuant to the
Purchase Agreement and related documentation together with any guaranties
and other rights relating thereto including, without limitation, Interest
Subsidy Payments and Special Allowance Payments.
(K) "Loan Transmittal Summary Forms" means the forms provided to ▇▇▇▇▇▇ Mae
by Funding and completed by ▇▇▇▇▇▇ ▇▇▇ which list, by Borrower, the Loans
subject to the ▇▇▇▇ of Sale and the outstanding Principal Balance and
accrued interest thereof as of the Cutoff Date.
(L) "Note" means the promissory note of the Borrower and any amendment
thereto evidencing the Borrower's obligation with regard to a student loan
guaranteed under the Higher Education Act.
(M) "PLUS Loan" means a Loan 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).
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(O) "Purchase Agreement" means a Purchase Agreement (including any
attachments thereto), substantially in the form of Attachment A hereto, of
which these Master Terms form a part by reference.
(P) "Purchase Price" means the Initial Payment, the Excess Distribution
Certificate and any amounts payable to ▇▇▇▇▇▇ ▇▇▇ under section 3(E)
hereof.
(Q) "Sale Agreement" means the Sale Agreement Master Securitization Terms
Number 1000 among SLM Funding Corporation as Seller, Chase Manhattan Bank
USA, National Association as Interim Eligible Lender Trustee and Eligible
Lender Trustee.
(R) "Secretary" means the United States Secretary of Education or any
successor.
(S) "SLS Loan" means a Loan which was made pursuant to the Supplemental
Loans for Students Program established under Section 428A of the Higher
Education Act (or predecessor provisions), including Loans referred to as
ALAS Loans or Student PLUS Loans.
(T) "▇▇▇▇▇▇▇▇ Loans" mean Subsidized ▇▇▇▇▇▇▇▇ Loans and Unsubsidized
▇▇▇▇▇▇▇▇ Loans.
(U) "Subsidized ▇▇▇▇▇▇▇▇ Loan" means a Loan for which the interest rate is
governed by Section 427A(a) or 427A(d) of the Higher Education Act.
(V) "Unsubsidized ▇▇▇▇▇▇▇▇ Loan" means a Loan made pursuant to Section
428H of the Higher Education Act.
SECTION 3. SALE/PURCHASE
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(A) Consummation of Sale and Purchase
The sale and purchase of Eligible Loans pursuant to a Purchase
Agreement shall be consummated upon Funding's receipt from ▇▇▇▇▇▇ Mae of
the ▇▇▇▇ of Sale and the payment by Funding to ▇▇▇▇▇▇ Mae of the Initial
Payment and the assignment to ▇▇▇▇▇▇ ▇▇▇ of the Excess Distribution
Certificate, and when consummated such sale and purchase shall be effective
as of the date of the ▇▇▇▇ of Sale. ▇▇▇▇▇▇ ▇▇▇ and Funding shall use their
best efforts to perform promptly their respective obligations pursuant to
such Purchase Agreement.
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(B) Settlement of the Initial Payment
Funding on the date of the ▇▇▇▇ of Sale shall pay ▇▇▇▇▇▇ ▇▇▇ the
Initial Payment by wire transfer of immediately available funds to the
account specified by ▇▇▇▇▇▇ Mae.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
On the Closing Date, ▇▇▇▇▇▇ ▇▇▇ shall be entitled to all Interest
Subsidy Payments and Special Allowance Payments on the Loans and shall be
responsible for the payment of any rebate fees applicable to the
Consolidation Loans subject to each ▇▇▇▇ of Sale accruing up to but not
including the Closing Date. The Interim Eligible Lender Trustee on behalf
of Funding shall be entitled to all Special Allowance Payments and Interest
Subsidy Payments and shall be responsible for the payment of any rebate
fees accruing from the Closing Date.
(D) Special Programs
In consideration of the sale of the Eligible Loans under these Master
Terms and each Purchase Agreement, Funding agrees to cause the Servicer to
offer borrowers of Trust Student Loans all special programs, whether or not
in existence as of the date of any Purchase Agreement, generally offered to
the obligors of comparable loans owned by ▇▇▇▇▇▇ ▇▇▇ subject to terms and
conditions of Section 3.12 of the Servicing Agreement.
(E) Additional Payments
If the Trust Student Loans are purchased by Funding pursuant to
Section 6.1A of the Administration Agreement, Funding shall pay to ▇▇▇▇▇▇
Mae the present value of the excess of the projected future yield on the
Trust Student Loans after the date of such purchase over the projected cost
to Funding of carrying the Trust Student Loans as reasonably estimated by
Funding assuming (1) that interest rates applicable to the Trust Student
Loans in effect on the date of such purchase remain in effect, (2) that the
cost to Funding of carrying the Trust Student Loans is equal to the blended
rate on the Notes on the date of such purchase, (3) that the servicing
costs and loss experience applicable to the Trust Student Loans during the
one year period preceding such purchase continue during the remaining life
of the Trust Student Loans and (4) a discount rate equal to the blended
rate on the Notes on the date of such purchase. If the Trust Student Loans
are sold pursuant to the auction provision in Section 4.4 of the Indenture,
Funding shall pay to ▇▇▇▇▇▇ ▇▇▇ the amount, if any, by which the sale price
exceeds the Minimum Purchase Amount and any costs of terminating the Trust.
Funding shall also be obligated to pay ▇▇▇▇▇▇ Mae, in the event that the
provisions of Section 2.8.1C.1(E) of the Administration Agreement are
operative, upon payment in full of the Notes to the extent of amounts then
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distributable by the Trust to Funding, the aggregate amount that would have
been distributed on the Excess Distribution Certificate pursuant to Section
2.8.1C.1(F)(ii) of the Administration Agreement but for the operation of
Section 2.8.1C.1(E) of the Administration Agreement.
SECTION 4. CONDITIONS PRECEDENT TO PURCHASE
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(A) Activities Prior to the Purchase Date
▇▇▇▇▇▇ ▇▇▇ shall provide any assistance requested by Funding in
determining that all required documentation on the Loans is present and
correct.
(B) Continued Servicing
Following the execution of each Purchase Agreement, ▇▇▇▇▇▇ Mae shall
service, or cause to be serviced, all Loans subject to such Purchase
Agreement as required under the Higher Education Act until the date of the
▇▇▇▇ of Sale.
(C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form
▇▇▇▇▇▇ ▇▇▇ shall deliver to Funding:
(i) a ▇▇▇▇ of Sale executed by an authorized officer of ▇▇▇▇▇▇ ▇▇▇,
covering Loans offered by ▇▇▇▇▇▇ Mae and accepted by Funding as set
forth thereon, selling, assigning and conveying to the Interim
Eligible Lender Trustee on behalf of Funding and its assignees all
right, title and interest of ▇▇▇▇▇▇ ▇▇▇, including the insurance
interest of ▇▇▇▇▇▇ Mae, in each of the Loans, and stating that the
representations and warranties made by ▇▇▇▇▇▇ ▇▇▇ in Section 5 of
these Master Terms are true and correct on and as of the date of the
▇▇▇▇ of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the ▇▇▇▇ of Sale,
identifying each of the Eligible Loans which is the subject of the
▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each
such Loan.
(D) Endorsement
▇▇▇▇▇▇ ▇▇▇ shall provide a blanket endorsement transferring the entire
interest of ▇▇▇▇▇▇ Mae in the Loans to the Interim Eligible Lender Trustee
on behalf of Funding with the form of endorsement provided for in the
Purchase Agreement.
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At the direction of and in such form as Funding may designate,
▇▇▇▇▇▇ ▇▇▇ also agrees to individually endorse any Eligible Loan as
Funding may request from time to time.
(E) Officer's Certificate
▇▇▇▇▇▇ Mae shall furnish to Funding, with each ▇▇▇▇ of Sale
provided in connection with each purchase of Loans pursuant to these
Master Terms, an Officer's Certificate, dated as of the date of such
▇▇▇▇ of Sale.
(F) Loan Transfer Statement
Upon Funding's request, ▇▇▇▇▇▇ ▇▇▇ shall deliver to Funding
one (1) or more Loan Transfer Statements (Department of Education Form
OE 1074 or its equivalent) provided by Funding, executed by ▇▇▇▇▇▇ Mae
and dated the date of the ▇▇▇▇ of Sale. ▇▇▇▇▇▇ Mae agrees that Funding
and the Interim Eligible Lender Trustee may use the ▇▇▇▇ of Sale,
including the Loan Transmittal Summary Form attached to the ▇▇▇▇ of
Sale, in lieu of OE Form 1074, as official notification to the
Guarantor of the assignment by ▇▇▇▇▇▇ ▇▇▇ to the Interim Eligible
Lender Trustee on behalf of Funding of the Loans listed on the ▇▇▇▇ of
Sale.
(G) Power of Attorney
▇▇▇▇▇▇ ▇▇▇ hereby grants to Funding and the Interim Eligible
Lender Trustee for the benefit of Funding an irrevocable power of
attorney, which power of attorney is coupled with an interest, to
individually endorse or cause to be individually endorsed in the name
of ▇▇▇▇▇▇ Mae any Eligible Loan to evidence the transfer of such
Eligible Loan to Funding and the Interim Eligible Lender Trustee for
the benefit of Funding and to cause to be transferred physical
possession of any Note from ▇▇▇▇▇▇ ▇▇▇ or the Servicer to Funding or
the Interim Eligible Lender Trustee or any custodian on their behalf.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇ MAE AND INTERIM ELIGIBLE
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LENDER TRUSTEE
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(A) General
▇▇▇▇▇▇ ▇▇▇ represents and warrants to Funding that with
respect to a portfolio of Loans, as of the date of each Purchase Agreement and
▇▇▇▇ of Sale:
(i) ▇▇▇▇▇▇ ▇▇▇ is an eligible lender or other qualified holder
of loans originated pursuant to the Federal Family Education
Loan Program established under the Higher Education Act;
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(ii) ▇▇▇▇▇▇ Mae is duly organized and existing under the laws
of the applicable jurisdiction;
(iii) ▇▇▇▇▇▇ ▇▇▇ has all requisite power and authority to
enter into and to perform the terms of the Purchase Agreement;
and
(iv) ▇▇▇▇▇▇ Mae will not, with respect to any Loan purchased
under Purchase Agreements executed pursuant to these Master
Terms, agree to release any Guarantor from any of its
contractual obligations as an insurer of such Loan or agree
otherwise to alter, amend or renegotiate any material term or
condition under which such Loan is insured, except as required
by law or rules and regulations issued pursuant to law,
without the express prior written consent of Funding.
(B) Particular
▇▇▇▇▇▇ ▇▇▇ represents and warrants to Funding as to the Loans
purchased by Funding under each Purchase Agreement and each ▇▇▇▇ of
Sale executed pursuant these Master Terms that:
(i) ▇▇▇▇▇▇ ▇▇▇ has good and marketable title to, and is the
sole owner of, the Loans, free and clear of all security
interests, liens, charges, claims, offsets, defenses,
counterclaims or encumbrances of any nature and no right of
rescission, offsets, defenses or counterclaims have been
asserted or threatened with respect to the Loans;
(ii) This Agreement creates a valid and continuing security
interest (as defined in the applicable UCC) in the Loans in
favor of the Eligible Lender Trustee, which security interest
is prior to all other security interests, liens, charges,
claims, offsets, defenses, counterclaims or encumbrances, and
is enforceable as such as against creditors of and purchasers
from the Interim Eligible Lender Trustee and the Seller;
(iii) The Loans constitute "instruments" within the meaning of
the applicable UCC and are within the coverage of Section
439(d)(3) of the Higher Education Act;
(iv) The Loans are Eligible Loans and the description of the
Loans set forth in the Purchase Agreement is true and correct;
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(v) ▇▇▇▇▇▇ Mae is authorized to sell, assign, transfer and
repurchase the Loans; and the sale, assignment and transfer of
such Loans is or, in the case of a Loan repurchase by ▇▇▇▇▇▇
Mae, will be made pursuant to and consistent with the laws and
regulations under which ▇▇▇▇▇▇ ▇▇▇ operates, and will not
violate any decree, judgment or order of any court or agency,
or conflict with or result in a breach of any of the terms,
conditions or provisions of any agreement or instrument to
which ▇▇▇▇▇▇ Mae is a party or by which ▇▇▇▇▇▇ ▇▇▇ or its
property is bound, or constitute a default (or an event which
could constitute a default with the passage of time or notice
or both) thereunder;
(vi) The Loans are each in full force and effect in accordance
with their terms and are legal, valid and binding obligations
of the respective Borrowers thereunder subject to no defenses
(except the defense of infancy);
(vii) No consents and approvals are required by the terms of
the Loans to the sale of the Loans hereunder to the Eligible
Lender Trustee;
(viii) Each Loan has been duly made and serviced in accordance
with the provisions of the Federal Family Education Loan
Program established under the Higher Education Act, and has
been duly insured by a Guarantor; such guarantee is in full
force and effect and is freely transferable to the Interim
Eligible Lender Trustee on behalf of Funding as an incident to
the purchase of each Loan; and all premiums due and payable to
such Guarantor shall have been paid in full as of the date of
the ▇▇▇▇ of Sale;
(ix) Any payments on the Loans received by ▇▇▇▇▇▇ ▇▇▇ which
have been allocated to reduction of principal and interest on
such Loans have been allocated on a simple interest basis; the
information with respect to the Loans as of the Cutoff Date as
stated on the Loan Transmittal Summary Form is true and
correct;
(x) Due diligence and reasonable care have been exercised in
the making, administering, servicing and collecting the Loans
and, with respect to any Loan for which repayment terms have
been established, all disclosures of information required to
be made pursuant to the Higher Education Act have been made;
(xi) All origination fees authorized to be collected pursuant
to Section 438 of the Higher Education Act have been paid to
the Secretary;
(xii) Each Loan has been duly made and serviced in accordance
with the provisions of all applicable federal and state laws;
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(xiii) No Loan is more than one hundred and twenty (120) days
delinquent as of the Cutoff Date and no default, breach,
violation or event permitting acceleration under the terms of
any Loan has arisen; and neither ▇▇▇▇▇▇ Mae nor any
predecessor holder of any Loan has waived any of the foregoing
other than as permitted by the Basic Documents;
(xiv) It is the intention of ▇▇▇▇▇▇ ▇▇▇, the Interim Eligible
Lender Trustee and Funding, and ▇▇▇▇▇▇ Mae hereby warrants
that, the transfer and assignment herein contemplated
constitute a valid sale of the Loans from ▇▇▇▇▇▇ ▇▇▇ to the
Interim Eligible Lender Trustee on behalf of Funding and that
the beneficial interest in and title to such Loans not be part
of ▇▇▇▇▇▇ Mae's estate in the event of the bankruptcy of
▇▇▇▇▇▇ ▇▇▇ or the appointment of a receiver with respect to
▇▇▇▇▇▇ Mae;
(xv) The Eligible Lender Trustee and the Seller have caused or
will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office
in the appropriate jurisdictions under applicable law in order
to perfect the security interest in the Loans granted to the
Eligible Lender Trustee hereunder;
(xvi) There is only one original executed copy of the
promissory note evidencing each Loan. The Eligible Lender
Trustee has in its possession a copy of the endorsement and
Loan Transmittal Summary Form identifying the Notes that
constitute or evidence the Loans. The Notes that constitute or
evidence the Loans do not have any marks or notations
indicating that they have been pledged, assigned or otherwise
conveyed to any Person other than the Eligible Lender Trustee.
All financing statements filed or to be filed against the
Interim Eligible Lender Trustee and the Seller in favor of the
Eligible Lender Trustee in connection herewith describing the
Loans contain a statement to the following effect: "A purchase
of or security interest in any collateral described in this
financing statement will violate the rights of the Eligible
Lender Trustee;"
(xvii) Other than the security interest granted to the
Eligible Lender Trustee pursuant to this Agreement, the Seller
and the Interim Eligible Lender Trustee have not pledged,
assigned, sold, granted a security interest in, or otherwise
conveyed any of the Loans. The Seller and the Interim Eligible
Lender Trustee have not authorized the filing of and are not
aware of any financing statements against the Seller or the
Interim Eligible Lender Trustee that include a description of
collateral covering the Loans other than any financing
statement relating to the security interest granted to the
Eligible Lender Trustee hereunder or that has been terminated.
The Seller and the Interim Eligible Lender Trustee are not
aware of
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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 Interim Eligible Lender Trustee represents and warrants that
as of the date of each Purchase Agreement and each ▇▇▇▇ of Sale:
(i) The Interim Eligible Lender Trustee is duly organized and
validly existing in good standing under the laws of its governing
jurisdiction and has an office located within the State of Delaware. It
has all requisite corporate power and authority to execute, deliver and
perform its obligations under this Purchase Agreement;
(ii) The Interim Eligible Lender Trustee has taken all
corporate action necessary to authorize the execution and delivery by
it of the Purchase Agreement, and the Purchase Agreement will be
executed and delivered by one of its officers who is duly authorized to
execute and deliver the Purchase Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of the
Purchase Agreement, nor the consummation by it of the transactions
contemplated hereby nor compliance by it with any of the terms or
provisions hereof will contravene any Federal or Delaware state law,
governmental rule or regulation governing the banking or trust powers
of the Interim Eligible Lender Trustee or any judgment or order binding
on it, or constitute any default under its charter documents or by-laws
or any indenture, mortgage, contract, agreement or instrument to which
it is a party or by which any of its properties may be bound; and
(iv) The Interim Eligible Lender Trustee is an "eligible
lender" as such term is defined in Section 435(d) of the Higher
Education Act, for purposes of holding legal title to the Trust Student
Loans as contemplated by the Purchase Agreement and the other Basic
Documents, it has a lender identification number with respect to the
Trust Student Loans from the Department and has in effect a Guarantee
Agreement with each of the Guarantors with respect to the Trust Student
Loans.
SECTION 6. PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
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Each party to this Agreement shall give notice to the other parties
promptly, in writing, upon the discovery of any breach of ▇▇▇▇▇▇ Mae's
representations and warranties made pursuant to Section 5 hereof which has a
materially adverse effect on the interest of Funding in any Trust Student Loan.
In the event of such a material breach which is not curable by reinstatement of
the Guarantor's guarantee of such Trust Student Loan, ▇▇▇▇▇▇ Mae shall
repurchase any affected Trust
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Student Loan not later than 120 days following the earlier of the date of
discovery of such material breach and the date of receipt of the Guarantor
reject transmittal form with respect to such Trust Student Loan. In the event of
such a material breach which is curable by reinstatement of the Guarantor's
guarantee of such Trust Student Loan, unless the material breach shall have been
cured within 360 days following the earlier of the date of discovery of such
material breach and the date of receipt of the Guarantor reject transmittal form
with respect to such Trust Student Loan, ▇▇▇▇▇▇ ▇▇▇ shall purchase such Trust
Student Loan not later than the sixtieth day following the end of such 360-day
period. ▇▇▇▇▇▇ Mae shall also remit as provided in Section 2.6 of the
Administration Agreement on the date of purchase of any Trust Student Loan
pursuant to this Section 6 an amount equal to all non-guaranteed interest
amounts and forfeited Interest Subsidy Payments and Special Allowance Payments
with respect to such Trust Student Loan. In consideration of the purchase of any
such Trust Student Loan pursuant to this Section 6, ▇▇▇▇▇▇ ▇▇▇ shall remit the
Purchase Amount in the manner specified in Section 2.6 of the Administration
Agreement.
In addition, if any breach of Section 5 hereof by ▇▇▇▇▇▇ Mae does not
trigger such purchase obligation but does result in the refusal by a Guarantor
to guarantee all or a portion of the accrued interest (or any obligation of
Funding to repay such interest to a Guarantor), or the loss (including any
obligation of Funding to repay the Department) of Interest Subsidy Payments and
Special Allowance Payments, with respect to any Trust Student Loan affected by
such breach, then ▇▇▇▇▇▇ ▇▇▇ shall reimburse Funding by remitting an amount
equal to the sum of all such non-guaranteed interest amounts and such forfeited
Interest Subsidy Payments or Special Allowance Payments in the manner specified
in Section 2.6 of the Administration Agreement not later than (i) the last day
of the next Collection Period ending not less than 60 days from the date of the
Guarantor's refusal to guarantee all or a portion of accrued interest or loss of
Interest Subsidy Payments or Special Allowance Payments, or (ii) in the case
where ▇▇▇▇▇▇ Mae reasonably believes such losses are likely to be collected, not
later than the last day of the next Collection Period ending not less than 360
days from the date of the Guarantor's refusal to guarantee all or a portion of
accrued interest or loss of Interest Subsidy Payments or Special Allowance
Payments. At the time such payment is made, ▇▇▇▇▇▇ ▇▇▇ shall not be required to
reimburse Funding for interest that is then capitalized, however, such amounts
shall be reimbursed if the borrower subsequently defaults and such capitalized
interest is not paid by the Guarantor.
Anything in this Section 6 to the contrary notwithstanding, if as of
the last Business Day of any month the aggregate outstanding principal amount of
Trust Student Loans with respect to which claims have been filed with and
rejected by a Guarantor or with respect to which the Servicer determines that
claims cannot be filed pursuant to the Higher Education Act as a result of a
breach by ▇▇▇▇▇▇ Mae or the Servicer, exceeds 1% of the Pool Balance, ▇▇▇▇▇▇ ▇▇▇
(and the Servicer as provided in the Servicing Agreement) shall purchase, within
30 days of a written request of the Eligible Lender Trustee or the Indenture
Trustee, such affected Trust Student
13
Loans in an aggregate principal amount such that after such purchase the
aggregate principal amount of such affected Trust student Loans is less than 1%
of the Pool Balance. The Trust Student Loans to be purchased by ▇▇▇▇▇▇ Mae and
the Servicer pursuant to the preceding sentence shall be based on the date of
claim rejection (or the date of notice referred to in the first sentence of this
Section 6) with Trust Student Loans with the earliest such date to be purchased
first.
In lieu of repurchasing Trust Student Loans pursuant to this Section 6,
▇▇▇▇▇▇ ▇▇▇ may, at its option, substitute Eligible Loans or arrange for the
substitution of Eligible Loans which are substantially similar on an aggregate
basis as of the date of substitution to the Trust Student Loans for which they
are being substituted with respect to the following characteristics:
(1) status (i.e., in-school, grace, deferment, forbearance
or repayment),
(2) program type (i.e., Unsubsidized ▇▇▇▇▇▇▇▇, Subsidized
▇▇▇▇▇▇▇▇, Consolidation (pre-1993 vs. post-1993), PLUS
or SLS),
(3) school type,
(4) total return,
(5) principal balance, and
(6) remaining term to maturity.
In addition, each substituted Eligible Loan will comply, as of the date
of substitution, with all of the representations and warranties made hereunder.
In choosing Eligible Loans to be substituted pursuant to this Section 6, ▇▇▇▇▇▇
▇▇▇ shall make a reasonable determination that the Eligible Loans to be
substituted will not have a material adverse effect on the Noteholders.
In the event that ▇▇▇▇▇▇ Mae elects to substitute Eligible Loans
pursuant to this Section 6, ▇▇▇▇▇▇ ▇▇▇ will remit to the Administrator the
amount of any shortfall between the Purchase Amount of the substituted Eligible
Loans and the Purchase Amount of the Trust Student Loans for which they are
being substituted. ▇▇▇▇▇▇ Mae shall also remit to the Administrator an amount
equal to all non-guaranteed interest amounts and forfeited Interest Subsidy
Payments and Special Allowance Payments with respect to the Trust Student Loans
in the manner provided in Section 2.6 of the Administration Agreement. The sole
remedy of Funding, the Eligible Lender Trustee and the Noteholders with respect
to a breach by ▇▇▇▇▇▇ ▇▇▇ pursuant to Section 5 hereof shall be to require
▇▇▇▇▇▇ Mae to purchase Trust Student Loans, to reimburse Funding as provided
above or to substitute Student Loans pursuant to this Section. The Eligible
Lender Trustee shall have no duty to conduct any affirmative investigation as to
the occurrence of any condition requiring
14
the purchase of any Trust Student Loan or the reimbursement for any interest
penalty pursuant to this Section 6.
SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS
---------------------------------------
AND FORWARD COMMUNICATIONS
--------------------------
(A) Any payment received by ▇▇▇▇▇▇ ▇▇▇ with respect to amounts accrued
after the Date of the ▇▇▇▇ of Sale for any Loan sold to Funding, which
payment is not reflected in the Loan Transmittal Summary Form, shall be
received by ▇▇▇▇▇▇ ▇▇▇ in trust for the account of Funding and ▇▇▇▇▇▇
Mae hereby disclaims any title to or interest in any such amounts.
Within two (2) business days following the date of receipt, ▇▇▇▇▇▇ ▇▇▇
shall remit to Funding an amount equal to any such payments on a list
provided by Funding identifying the Loans with respect to which such
payments were made, the amount of each such payment and the date each
such payment was received.
(B) Any written communication received at any time by ▇▇▇▇▇▇ Mae with
respect to any Loan subject to this Purchase Agreement shall be
transmitted by ▇▇▇▇▇▇ ▇▇▇ to Servicer within two (2) business days of
receipt. Such communications shall include, but not be limited to,
letters, notices of death or disability, notices of bankruptcy,
forms requesting deferment of repayment or loan cancellation, and like
documents.
SECTION 8. CONTINUING OBLIGATION OF ▇▇▇▇▇▇ MAE
-----------------------------------
▇▇▇▇▇▇ ▇▇▇ shall provide all reasonable assistance necessary for
Funding to resolve account problems raised by any Borrower, the Guarantor or the
Secretary provided such account problems are attributable to or are alleged to
be attributable to (a) an event occurring during the period ▇▇▇▇▇▇ Mae owned the
Loan, or (b) a payment made or alleged to have been made to ▇▇▇▇▇▇ ▇▇▇. Further,
▇▇▇▇▇▇ Mae agrees to execute any financing statements at the request of Funding
in order to reflect Funding's interest in the Loans.
SECTION 9. LIABILITY OF ▇▇▇▇▇▇ ▇▇▇; INDEMNITIES
------------------------------------
▇▇▇▇▇▇ Mae shall be liable in accordance herewith only to the extent of
the obligations specifically undertaken by ▇▇▇▇▇▇ ▇▇▇ under this Purchase
Agreement.
(i) ▇▇▇▇▇▇ Mae shall indemnify, defend and hold harmless Funding and
the Interim Eligible Lender Trustee in its individual capacity and
their officers, directors, employees and agents from and against any
taxes that may at any time be asserted against any such Person with
respect to the transactions contemplated herein and in the other Basic
Documents (except any such income taxes arising out of fees paid to the
Interim Eligible Lender Trustee), including any sales, gross receipts,
general corporation, tangible
15
personal property, privilege or license taxes (but, in the case of
Funding, not including any taxes asserted with respect to, and as of
the date of, the sale of the Loans to the Interim Eligible Lender
Trustee on behalf of Funding, or asserted with respect to ownership of
the Trust Student Loans) and costs and expenses in defending against
the same.
(ii) ▇▇▇▇▇▇ ▇▇▇ shall indemnify, defend and hold harmless Funding and
the Interim Eligible Lender Trustee in its individual capacity, and the
officers, directors, employees and agents of Funding, and the Interim
Eligible Lender Trustee from and against any and all costs, expenses,
losses, claims, damages and liabilities arising out of, or imposed upon
such Person through, ▇▇▇▇▇▇ Mae's willful misfeasance, bad faith or
gross negligence in the performance of its duties under the Purchase
Agreement, or by reason of reckless disregard of its obligations and
duties under the Purchase Agreement.
(iii) ▇▇▇▇▇▇ ▇▇▇ shall be liable as primary obligor for, and shall
indemnify, defend and hold harmless the Interim Eligible Lender Trustee
in its individual capacity and its officers, directors, employees and
agents from and against, all costs, expenses, losses, claims, damages,
obligations and liabilities arising out of, incurred in connection with
or relating to the Purchase Agreement, the other Basic Documents, the
acceptance or performance of the trusts and duties set forth herein and
in the Sale Agreement or the action or the inaction of the Interim
Eligible Lender Trustee hereunder, except to the extent that such cost,
expense, loss, claim, damage, obligation or liability: (a) shall be due
to the willful misfeasance, bad faith or negligence (except for errors
in judgment) of the Interim Eligible Lender Trustee, (b) shall arise
from any breach by the Interim Eligible Lender Trustee of its covenants
made under any of the Basic Documents; or (c) shall arise from the
breach by the Interim Eligible Lender Trustee of any of its
representations or warranties made in its individual capacity set forth
in these Master Terms or any Purchase Agreement. In the event of any
claim, action or proceeding for which indemnity will be sought pursuant
to this paragraph, the Interim Eligible Lender Trustee's choice of
legal counsel shall be subject to the approval of ▇▇▇▇▇▇ Mae, which
approval shall not be unreasonably withheld.
Indemnification under this Section shall survive the resignation or
removal of the Interim Eligible Lender Trustee and the termination of these
Master Terms, and shall include reasonable fees and expenses of counsel and
expenses of litigation. If ▇▇▇▇▇▇ ▇▇▇ shall have made any indemnity payments
pursuant to this Section and the Person to or on behalf of whom such payments
are made thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to ▇▇▇▇▇▇ Mae, without interest.
16
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF
---------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇
----------
Any Person (a) into which ▇▇▇▇▇▇ Mae may be merged or consolidated, (b)
which may result from any merger or consolidation to which ▇▇▇▇▇▇ ▇▇▇ shall be a
party or (c) which may succeed to the properties and assets of ▇▇▇▇▇▇ Mae
substantially as a whole, shall be the successor to ▇▇▇▇▇▇ ▇▇▇ without the
execution or filing of any document or any further act by any of the parties to
this Purchase Agreement; provided, however, that ▇▇▇▇▇▇ Mae hereby covenants
that it will not consummate any of the foregoing transactions except upon
satisfaction of the following: (i) the surviving Person, if other than ▇▇▇▇▇▇
▇▇▇, executes an agreement of assumption to perform every obligation of ▇▇▇▇▇▇
Mae under the Purchase Agreement, (ii) immediately after giving effect to such
transaction, no representation or warranty made pursuant to Section 5 shall have
been breached, (iii) the surviving Person, if other than ▇▇▇▇▇▇ ▇▇▇, shall have
delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an
Opinion of Counsel each stating that such consolidation, merger or succession
and such agreement of assumption comply with this Section and that all
conditions precedent, if any, provided for in this Purchase Agreement relating
to such transaction have been complied with, and that the Rating Agency
Condition shall have been satisfied with respect to such transaction (iv) if
▇▇▇▇▇▇ Mae is not the surviving entity, ▇▇▇▇▇▇ ▇▇▇ shall have delivered to the
Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that,
in the opinion of such counsel, all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of Funding and the Interim
Eligible Lender Trustee in the Loans and reciting the details of such filings,
or (B) stating that, in the opinion of such counsel, no such action shall be
necessary to preserve and protect such interests.
SECTION 11. LIMITATION ON LIABILITY OF ▇▇▇▇▇▇ MAE AND OTHERS
------------------------------------------------
▇▇▇▇▇▇ ▇▇▇ and any director or officer or employee or agent thereof may
rely in good faith on the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder (provided that such reliance shall not limit in any way ▇▇▇▇▇▇
Mae's obligations under Section 6). ▇▇▇▇▇▇ ▇▇▇ shall not be under any obligation
to appear in, prosecute or defend any legal action that shall not be incidental
to its obligations under these Master Terms or any Purchase Agreement, and that
in its opinion may involve it in any expense or liability. Except as provided
herein, the repurchase (or substitution) and reimbursement obligations of ▇▇▇▇▇▇
Mae will constitute the sole remedy available to Funding for uncured breaches;
provided, however, that the information with respect to the Loans listed on the
▇▇▇▇ of Sale may be adjusted in the ordinary course of business subsequent to
the date of the ▇▇▇▇ of Sale and to the extent that the aggregate Principal
Balance of the Loans listed on the ▇▇▇▇ of Sale is less than the aggregate
Principal Balance stated on the ▇▇▇▇ of Sale, ▇▇▇▇▇▇ ▇▇▇ shall remit such amount
to the Interim Eligible Lender Trustee on behalf of
17
Funding. Such reconciliation payment shall be made from time to time but no less
frequently than semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER
--------------------------------------------------
Notwithstanding anything contained herein to the contrary, these Master
Terms and any Purchase Agreement have been signed by Chase Manhattan Bank USA,
National Association not in its individual capacity but solely in its capacity
as Interim Eligible Lender Trustee for Funding and in no event shall Chase
Manhattan Bank USA, National Association in its individual capacity have any
liability for the representations, warranties, covenants, agreements or other
obligations of Funding, under these Master Terms or any Purchase Agreement or in
any of the certificates, notices or agreements delivered pursuant hereto, as to
all of which recourse shall be had solely to the assets of Funding.
SECTION 13. EXPENSES
--------
Except as otherwise provided herein, each party to these Master Terms
or any Purchase Agreement shall pay its own expense incurred in connection with
the preparation, execution and delivery of these Master Terms and any Purchase
Agreement and the transactions contemplated herein or therein.
SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION
----------------------------------
All covenants, agreements, representations and warranties made herein
and in or pursuant to any Purchase Agreements executed pursuant to these Master
Terms shall survive the consummation of the purchase of the Loans provided for
in each Purchase Agreement. All covenants, agreements, representations and
warranties made or furnished pursuant hereto by or on behalf of ▇▇▇▇▇▇ ▇▇▇ shall
bind and inure to the benefit of any successors or assigns of Funding and shall
survive with respect to each Loan. Each Purchase Agreement supersedes all
previous agreements and understandings between Funding and ▇▇▇▇▇▇ Mae with
respect to the subject matter thereof. These Master Terms and any Purchase
Agreement may be changed, modified or discharged, and any rights or obligations
hereunder may be waived, only by a written instrument signed by a duly
authorized officer of the party against whom enforcement of any such waiver,
change, modification or discharge is sought. The waiver by Funding of any
covenant, agreement, representation or warranty required to be made or furnished
by ▇▇▇▇▇▇ ▇▇▇ or the waiver by Funding of any provision herein contained or
contained in any Purchase Agreement shall not be deemed to be a waiver of any
breach of any other covenant, agreement, representation, warranty or provision
herein contained, nor shall any waiver or any custom or practice which may
evolve between the parties in the administration of the terms hereof or of any
18
Purchase Agreement, be construed to lessen the right of Funding to insist upon
the performance by ▇▇▇▇▇▇ Mae in strict accordance with said terms.
SECTION 15. COMMUNICATION AND NOTICE REQUIREMENTS
-------------------------------------
All communications, notices and approvals provided for hereunder shall
be in writing and mailed or delivered to ▇▇▇▇▇▇ ▇▇▇ or Funding, as the case may
be, addressed as set forth in the Purchase Agreement or at such other address as
either party may hereafter designate by notice to the other party. Notice given
in any such communication, mailed to ▇▇▇▇▇▇ Mae or Funding by appropriately
addressed registered mail, shall be deemed to have been given on the day
following the date of such mailing.
SECTION 16. FORM OF INSTRUMENTS
-------------------
All instruments and documents delivered in connection with these Master
Terms and any Purchase Agreement, and all proceedings to be taken in connection
with these Master Terms and any Purchase Agreement and the transactions
contemplated herein and therein, shall be in a form as set forth in the
attachments hereto, and Funding shall have received copies of such documents as
it or its counsel shall reasonably request in connection therewith. Any
instrument or document which is substantially in the same form as an Attachment
hereto or a recital herein will be deemed to be satisfactory as to form.
SECTION 17. AMENDMENT
---------
These Master Terms and any Purchase Agreement may be amended by the
parties thereto without the consent of the related Noteholders for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of such Master Terms and Purchase Agreements or of modifying in any
manner the rights of such Noteholders; provided that such action will not, in
the opinion of counsel satisfactory to the related Indenture Trustee ,
materially and adversely affect the interest of any such Noteholder.
In addition, these Master Terms and any Purchase Agreement may also be
amended from time to time by ▇▇▇▇▇▇ ▇▇▇, the Interim Eligible Lender Trustee and
Funding, with the consent of the Noteholders of Notes evidencing a majority of
the Outstanding Amount of the Notes, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of these Master
Terms or any Purchase Agreements or of modifying in any manner the rights of the
Noteholders; provided, however, that no such amendment shall (a) increase or
reduce in any manner the amount of, or accelerate or delay the time of,
collections of payments with respect to Loans or
19
distributions that shall be required to be made for the benefit of the
Noteholders or (b) reduce the aforesaid percentage of the Outstanding Amount of
the Notes, the Noteholders of which are required to consent to any such
amendment, without the consent of all outstanding Noteholders.
Promptly after the execution of any such amendment or consent (or, in
the case of the Rating Agencies, five Business Days prior thereto), the Interim
Eligible Lender Trustee shall furnish written notification of the substance of
such amendment or consent to the Indenture Trustee and each of the Rating
Agencies.
It shall not be necessary for the consent of Noteholders pursuant to
this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof.
Prior to the execution of any amendment to these Master Terms, the
Interim Eligible Lender Trustee shall be entitled to receive and rely upon an
Opinion of Counsel stating that execution of such amendment is authorized or
permitted by this Agreement and the Opinion of Counsel referred to in Section
7.1 I(i) of the Administration Agreement. The Interim Eligible Lender Trustee
may, but shall not be obligated to, enter into any such amendment which affects
the Interim Eligible Lender Trustee's own rights, duties or immunities under
this Agreement or otherwise.
SECTION 18. NONPETITION COVENANTS
---------------------
Notwithstanding any prior termination of these Master Terms ▇▇▇▇▇▇ Mae
and the Interim Eligible Lender Trustee shall not acquiesce, petition or
otherwise invoke or cause Funding to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case
against Funding under any Federal or state bankruptcy, insolvency or similar law
or appointing a receiver, liquidator, assignees, trustee, custodian,
sequestrator or other similar official of Funding or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the
Funding.
SECTION 19. GOVERNING LAW
-------------
These Master Terms and any Purchase Agreement shall be government by
and construed in accordance with the laws of the State of New York without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties, hereunder shall be determined in accordance with such
laws.
20
STUDENT LOAN MARKETING SLM FUNDING CORPORATION
ASSOCIATION (Seller) (Purchaser)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------- ------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
----------------------------------------------
Not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
21
PURCHASE AGREEMENT
Dated as of May 14, 2002
PURCHASE AGREEMENT NUMBER 1
▇▇▇▇▇▇ ▇▇▇ hereby offers for sale to Chase Manhattan Bank USA, National
Association as Interim Eligible Lender Trustee for the benefit of SLM
Funding Corporation ("Funding") under the Interim Trust Agreement dated as
of May 1, 2002 between Funding and the Interim Eligible Lender Trustee, the
entire right, title and interest of ▇▇▇▇▇▇ ▇▇▇ in the Loans described in the
▇▇▇▇ of Sale and Loan Transmittal Summary Form incorporated herein and, to
the extent indicated below, the Interim Eligible Lender Trustee for the
benefit of Funding accepts ▇▇▇▇▇▇ Mae's offer. In order to qualify as
Eligible Loans, no payment of principal or interest shall be more than one
hundred and twenty (120) days Delinquent as of the Cutoff Date which date
shall be April 8, 2002.
TERMS, CONDITIONS AND COVENANTS
-------------------------------
In consideration of the Purchase ▇▇▇▇▇, ▇▇▇▇▇▇ Mae hereby sells to the
Interim Eligible Lender Trustee for the benefit of Funding the entire right,
title and interest of ▇▇▇▇▇▇ ▇▇▇ in the Loans accepted for purchase, subject
to all the terms and conditions of the Purchase Agreement Master
Securitization Terms Number 1000 ("Master Terms") and any amendments
thereto, incorporated herein by reference, among ▇▇▇▇▇▇ Mae, Funding, and
the Interim Eligible Lender Trustee. The Initial Payment of the Loans shall
equal $1,524,096,503 (equal to $1,527,877,800 (representing the sale price
of the Securities less underwriters' commissions and fees) less $3,743,797
(representing the Reserve Account Initial Deposit) less $0 (representing the
Capitalized Interest Account Initial Deposit) less $42,500 (representing the
upfront fee on the Swap Agreement)) In addition, ▇▇▇▇▇▇ ▇▇▇ shall make the
Collection Account Initial Deposit of $833,304.78 on behalf of the Issuer
from the Initial Payment.
This document shall constitute a Purchase Agreement as referred to in
the Master Terms and, except as modified herein, each term used herein shall
have the same meaning as in the Master Terms. All references in the Master
Terms to Loans or Eligible Loans shall be deemed to refer to the Loans
governed by this Purchase Agreement. ▇▇▇▇▇▇ Mae hereby makes, as of the date
hereof, all the representations and warranties contained in the Master Terms
and makes such representations and warranties with respect to the Loans
governed by this Purchase Agreement.
▇▇▇▇▇▇ ▇▇▇ authorizes the Interim Eligible Lender Trustee for the
benefit of Funding to use a copy of the ▇▇▇▇ of Sale, including the Loan
Transmittal Summary Form attached to the ▇▇▇▇ of Sale (in lieu of OE Form
1074), as official notification to the Guarantor of assignment to the
Interim Eligible Lender Trustee on behalf of Funding of the Loans on the
date of purchase.
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 from ▇▇▇▇▇▇ ▇▇▇ to the Interim Eligible Lender
Trustee for the benefit of Funding. However, in the event that
notwithstanding the intention of the parties, such transfer is deemed to be
a transfer for security, then ▇▇▇▇▇▇ Mae hereby grants to the Interim
Eligible Lender Trustee for the benefit of Funding a first priority security
interest in and to all Loans described in the ▇▇▇▇ of Sale and Loan
Transmittal Summary Form to secure a loan in an amount equal to the Purchase
Price of such loans.
STUDENT LOAN MARKETING
-----------------------
ASSOCIATION (Seller)
-----------
By: _________________________
Name: _______________________
Title: ______________________
SLM FUNDING CORPORATION
-----------------------
(Purchaser)
By: _________________________
Name: _______________________
Title: ______________________
CHASE MANHATTAN BANK
--------------------
USA, NATIONAL ASSOCIATION, not
-------------------------
in its individual capacity but
solely as Interim Eligible
Lender Trustee
By: _________________________
Name: _______________________
Title: ______________________
2
PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED
-------------------------
Student Loan Marketing Association ("▇▇▇▇▇▇ ▇▇▇"), by execution of this
instrument, hereby endorses the attached promissory note which is one (1) of the
promissory notes ("the Notes") describe in the ▇▇▇▇ of Sale executed by ▇▇▇▇▇▇
▇▇▇ in favor of Chase Manhattan Bank USA, National Association as the Interim
Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding").
This endorsement is in blank, unrestricted form and without recourse except as
provided in Section 6 of the Master Terms referred to in the Purchase Agreement
among ▇▇▇▇▇▇ ▇▇▇, Funding, and the Interim Eligible Lender trustee which covers
the promissory note.
This endorsement may be effected by attaching either this instrument or
a facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, ▇▇▇▇▇▇ Mae agrees to individually
endorse each Note in the form provided by Funding as Funding may from time to
time require or if such individual endorsement is required by the Guarantor of
the Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE
AGREEMENT. BY EXECUTION HEREOF, ▇▇▇▇▇▇ ▇▇▇ ACKNOWLEDGES THAT ▇▇▇▇▇▇ MAE HAS
READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS
OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON
FUNDING'S PAYMENT TO ▇▇▇▇▇▇ ▇▇▇ OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER
TERMS) AND, UNLESS OTHERWISE AGREED BY ▇▇▇▇▇▇ MAE AND FUNDING, SHALL BE
EFFECTIVE AS OF THE DATE OF THE ▇▇▇▇ OF SALE.
1
--------------------------------------------------------------------------------
SELLER
--------------------------------------------------------------------------------
Student Loan Marketing Association
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Lender Code: _________________
By: __________________________
Name: ________________________
Title: _______________________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PURCHASER
--------------------------------------------------------------------------------
Chase Manhattan Bank USA, National Association, not in its individual capacity
but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding
Corporation
By: __________________________
(Signature of Authorized
Signatory for Purchaser)
Name: ___________________________
Title: __________________________
Date of Purchase: _______________
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▇▇▇▇ OF SALE DATED MAY 14, 2002
The undersigned ("▇▇▇▇▇▇ Mae"), for value received and pursuant to the
terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among
SLM Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National
Association as Interim Eligible Lender Trustee for the benefit of Funding under
the Interim Trust Agreement dated as of May 1, 2002 between Funding and the
Interim Eligible Lender Trustee, does hereby sell, assign and convey to the
Interim Eligible Lender Trustee for the benefit of Funding and its assignees all
right, title and interest of ▇▇▇▇▇▇ ▇▇▇, including the insurance interest of
▇▇▇▇▇▇ Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et
seq.), in the Loans identified herein which the Interim Eligible Lender Trustee
for the benefit of Funding has accepted for purchase. The portfolio accepted for
purchase by the Interim Eligible Lender Trustee for the benefit of Funding and
the effective date of sale and purchase are described below and the individual
Accounts are listed on the Schedule A attached hereto.
▇▇▇▇▇▇ ▇▇▇ hereby makes the representations and warranties set forth in
Section 5 of the Purchase Agreement Master Securitization Terms Number 1000
incorporated by reference in the Purchase Agreement. ▇▇▇▇▇▇ Mae authorizes the
Interim Eligible Lender Trustee on behalf of Funding to use a copy of this
document (in lieu of OE Form 1074) as official notification to the Guarantor(s)
of assignment to the Interim Eligible Lender Trustee for the benefit of Funding
of the Loans on the date of purchase.
LISTING OF LOANS ON FOLLOWING PAGE/1/
____________________
/1/ After the Cutoff Date, ▇▇▇▇▇▇ ▇▇▇ determined that $830,648.57 of the Trust
Student Loans (identified in the "Exception List" attached hereto) on the
listing of loans on the following page were ineligible for sale to Funding and
to the Trust and will not be sold hereunder. On the Closing Date, $830,648.57
plus $2,656.21 (representing accrued interest, at the weighted average effective
interest rate to the holder of those student loans, from the Cutoff Date to the
Closing Date) will be deposited by ▇▇▇▇▇▇ Mae into the Collection Account in
lieu of those student loans. This amount will be included with other Available
Funds on the first Distribution Date.
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ADDITIONAL LOAN CRITERIA
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[X] Not in claims status, not previously rejected
[X] Not in litigation
[X] Last disbursement is greater than 120 days from cutoff date
[X] Loan is not swap-pending
*Based upon ▇▇▇▇▇▇ Mae's estimated calculations, which may be adjusted upward or
downward based upon Funding's reconciliation.
** Includes interest to be capitalized
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Guarantor(s):
American Student Assistance Guarantor
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Education Assistance Corporation
Educational Credit Management Corporation
Finance Authority of Maine
Florida Department of Education Office of Student Financial Assistance
Georgia Higher Education Assistance Corporation
Great Lakes Higher Education Corp.
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kentucky Higher Education Assistance Authority
Louisiana Student Financial Assistance Commission
Michigan Higher Education Assistance Authority
Missouri Coordinating Board for Higher Education
Montana Guaranteed Student Loan Program
Nebraska Student Loan Program
New Jersey Higher Education Assistance Authority
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma State Regents for Higher Education
Oregon State Scholarship Commission
Pennsylvania Higher Education Assistance Agency
Rhode Island Higher Education Assistance Authority
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
Utah Higher Education Assistance Authority
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SELLER
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Student Loan Marketing Association
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Lender Code: _________________
By: __________________________
Name: ________________________
Title: _______________________
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PURCHASER
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Chase Manhattan Bank USA, National Association, not in its individual capacity
but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding
Corporation
By: __________________________
(Signature of Authorized
Signatory for Purchaser)
Name: ___________________________
Title: __________________________
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