EXHIBIT 99.1a
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000
("Master Terms") dated as of March 4, 2004 among Student Loan Marketing
Association ("SLMA"), SLM Funding LLC ("Funding") 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 Funding under the Interim Trust Agreement dated as of March 1, 2004 between
Funding and the Interim Eligible Lender Trustee, 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, SLMA is the owner of certain student loans guaranteed under
the Higher Education Act;
WHEREAS, SLMA may desire to sell its interest in such loans from time
to time and Funding may desire to purchase such loans from SLMA; and
WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal
title to, and serve as eligible lender trustee with respect to, such loans on
behalf of Funding.
NOW, THEREFORE, in connection with the mutual promises contained
herein, the parties hereto agree as follows:
SECTION 1. TERMS
These Master Terms establish the terms under which SLMA 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 SLMA,
Funding, and the Interim Eligible Lender Trustee on behalf of Funding with
respect to the Loans covered by the terms of such Purchase Agreement. If the
terms of a Purchase Agreement conflict with the terms of these Master Terms, the
terms of such Purchase Agreement shall supersede and govern.
SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein shall have the
definitions set forth in Appendix A-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 SLMA which shall (i) set
forth the Loans offered by SLMA and accepted for purchase by the
Interim Eligible Lender Trustee, for the benefit of Funding, (ii) sell,
assign and convey to the Interim Eligible Lender Trustee, for the
benefit of Funding and its assignees, all rights, title and interest of
SLMA in the Loans listed on the ▇▇▇▇ of Sale and (iii) certify that the
representations and warranties made by SLMA pursuant to Section 5(A)
and (B) 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 February 9, 2004 and, with respect to
subsequent sales hereunder, a date agreed to by SLMA 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 SLMA 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 Consolidation Loan;
(ii) is owned by SLMA and is fully disbursed;
(iii) is guaranteed as to principal and interest by the
applicable Guarantor to the maximum extent permitted by the
Higher Education Act for such Loan;
(iv) bears interest at a stated rate of not less than the
maximum rate permitted under the Higher Education Act for such
Loan;
(v) is eligible for the payment of the quarterly special
allowance at the full and undiminished rate established under
the formula set forth in the Higher Education Act for such
Loan;
(vi) if not yet in repayment status, is eligible for the
payment of interest benefits by the Secretary or, if not so
eligible, is a Loan for which interest either is billed
quarterly to Borrower or deferred until commencement of the
repayment period, in which case such accrued interest is
subject to capitalization to the full extent permitted by the
applicable Guarantor;
(vii) is current or no payment of principal or interest
shall be more than 210 days past due as of the Cutoff Date;
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(viii) the last disbursement was 30 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
thereto (or the electronic records
evidencing the same),
3. evidence of guarantee,
4. any other document and/or record which
Funding may be required to retain pursuant
to the Higher Education Act,
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
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 Purchase Agreement.
(J) "Loan" means the Eligible Loans evidenced by the Note sold on the
Closing Date pursuant to the Purchase Agreement and related
documentation together with any
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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 SLMA
by Funding and completed by SLMA that 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 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.
(Q) "Sale Agreement" means the Sale Agreement Master Securitization
Terms Number 1000, dated as of March 4, 2004, among SLM Funding LLC, as
Seller, SLM Student Loan Trust 2004-2, as Purchaser, and Chase
Manhattan Bank USA, National Association, as Interim Eligible Lender
Trustee and as Eligible Lender Trustee.
(R) "Secretary" means the United States Secretary of Education or any
successor.
(S) [RESERVED]
(T) [RESERVED]
(U) "Subsidized" means a Loan for which the interest rate is governed
by Section 427A(a) or 427A(d) of the Higher Education Act.
(V) "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 Purchase
Agreement shall be consummated upon (i) Funding's receipt from SLMA of
the ▇▇▇▇ of Sale, (ii) the payment by Funding to SLMA of the Initial
Payment and (iii) the assignment to SLMA
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of an Excess Distribution Certificate. Upon consummation, such sale and
purchase shall be effective as of the date of the ▇▇▇▇ of Sale. SLMA
and Funding shall use their best efforts to perform promptly their
respective obligations pursuant to the Purchase Agreement with respect
to each Loan.
(B) Settlement of the Initial Payment
On the date of the ▇▇▇▇ of Sale, Funding shall pay to SLMA the
Initial Payment by wire transfer of immediately available funds to the
account specified by SLMA.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
SLMA 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
Interim Eligible Lender Trustee on behalf of Funding 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
each ▇▇▇▇ of Sale 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 each Borrower of a Trust Student Loan sold hereunder
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 SLMA, subject to the terms and conditions of Section
3.12 of the Servicing Agreement.
SECTION 4. CONDITIONS PRECEDENT TO PURCHASE
(A) Activities Prior to the Purchase Date
SLMA 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, SLMA 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
SLMA shall deliver to Funding:
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(i) a ▇▇▇▇ of Sale that (a) has been duly authorized,
executed and delivered, by an authorized officer of SLMA,
covering Loans offered by SLMA, (b) has been 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 SLMA,
including the insurance interest of SLMA, in each of the
Loans, and (c) states that the representations and warranties
made by SLMA in Section 5(A) and (B) 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
SLMA shall provide a blanket endorsement transferring the
entire interest of SLMA in the Loans to the Interim Eligible Lender
Trustee on behalf of Funding with the form of endorsement provided for
in the Purchase Agreement.
At the direction of and in such form as Funding may designate,
SLMA also agrees to individually endorse any Eligible Loan as Funding
may request from time to time.
(E) Officer's Certificate
SLMA 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, SLMA 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 SLMA and dated the
date of the ▇▇▇▇ of Sale. SLMA 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 SLMA to the Interim Eligible Lender Trustee on behalf of Funding of
the Loans listed on the ▇▇▇▇ of Sale.
(G) Power of Attorney
SLMA hereby grants to Funding and the Interim Eligible Lender
Trustee, on behalf of and 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 SLMA 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 SLMA or the Servicer to Funding or the
Interim Eligible Lender Trustee or any custodian on their behalf.
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SECTION 5. REPRESENTATIONS AND WARRANTIES OF SLMA AND INTERIM ELIGIBLE LENDER
TRUSTEE
(A) General
SLMA 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) SLMA is an eligible lender or other qualified holder
of loans originated pursuant to the Federal Family Education
Loan Program established under the Higher Education Act;
(ii) SLMA is duly organized and existing under the laws of
the applicable jurisdiction;
(iii) SLMA has all requisite power and authority to enter
into and to perform the terms of these Master Terms and that
Purchase Agreement; and
(iv) SLMA 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
SLMA 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) SLMA 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;
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(iv) The Loans are Eligible Loans and the description of
the Loans set forth in the Purchase Agreement and the Loan
Transmittal Summary Form is true and correct;
(v) SLMA 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 SLMA,
will be made pursuant to and consistent with the laws and
regulations under which SLMA 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 SLMA is a party or by which SLMA 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 for the consummation of 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 SLMA 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 SLMA nor any predecessor
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holder of any Loan has waived any of the foregoing other than
as permitted by the Basic Documents;
(xiv) It is the intention of SLMA, the Interim Eligible
Lender Trustee and Funding, and SLMA hereby warrants that, the
transfer and assignment herein contemplated constitute a valid
sale of the Loans from SLMA to the Interim Eligible Lender
Trustee, for the benefit of and on behalf of Funding, and that
the beneficial interest in and title to such Loans not be part
of SLMA's estate in the event of the bankruptcy of SLMA or the
appointment of a receiver with respect to SLMA;
(xv) The Eligible Lender Trustee and the Seller have
caused or will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office
in the appropriate jurisdictions under applicable law in order
to perfect the security interest in the Loans granted to the
Eligible Lender Trustee hereunder;
(xvi) Except for Loans executed electronically, there is
only one original executed copy of the Note evidencing each
Loan. For Loans that were executed electronically, the
Servicer has possession of the electronic records evidencing
the Note. The Eligible Lender Trustee has in its possession a
copy of the endorsement and Loan Transmittal Summary Form
identifying the Notes that constitute or evidence the Loans.
The Notes that constitute or evidence the Loans do not have
any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than the
Eligible Lender Trustee. All financing statements filed or to
be filed against the Interim Eligible Lender Trustee and the
Seller in favor of the Eligible Lender Trustee in connection
herewith describing the Loans contain a statement to the
following effect: "A purchase of or security interest in any
collateral described in this financing statement will violate
the rights of the Eligible Lender Trustee;"
(xvii) Other than the security interest granted to the
Eligible Lender Trustee pursuant to this Agreement, the Seller
and the Interim Eligible Lender Trustee have not pledged,
assigned, sold, granted a security interest in, or otherwise
conveyed any of the Loans. The Seller and the Interim Eligible
Lender Trustee have not authorized the filing of and are not
aware of any financing statements against the Seller or the
Interim Eligible Lender Trustee that include a description of
collateral covering the Loans other than any financing
statement relating to the security interest granted to the
Eligible Lender Trustee hereunder or any of the security
interest that has been terminated. The Seller and the Interim
Eligible Lender Trustee are not aware of any judgment or tax
lien filings against the Seller or the Interim Eligible Lender
Trustee; and
(xviii) No Borrower of a Loan as of the Cutoff Date is noted
in the related Loan File as being currently involved in a
bankruptcy proceeding.
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(C) The Interim Eligible Lender Trustee represents and warrants that as
of the date of each Purchase Agreement and each ▇▇▇▇ of Sale:
(i) The Interim Eligible Lender Trustee is duly organized
and validly existing in good standing under the laws of its
governing jurisdiction and has an office located within the
State of Delaware. It has all requisite corporate power and
authority to execute, deliver and perform its obligations
under this Purchase Agreement;
(ii) The Interim Eligible Lender Trustee has taken all
corporate action necessary to authorize the execution and
delivery by it of these Master Terms and that Purchase
Agreement, and the Purchase Agreement will be executed and
delivered by one of its officers who is duly authorized to
execute and deliver the Purchase Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these
Master Terms and that Purchase Agreement, nor the consummation
by it of the transactions contemplated hereby or thereby nor
compliance by it with any of the terms or provisions hereof or
thereof will contravene any Federal or Delaware state law,
governmental rule or regulation governing the banking or trust
powers of the Interim Eligible Lender Trustee or any judgment
or order binding on it, or constitute any default under its
charter documents or by-laws or any indenture, mortgage,
contract, agreement or instrument to which it is a party or by
which any of its properties may be bound; and
(iv) The Interim Eligible Lender Trustee is an "eligible
lender" as such term is defined in Section 435(d) of the
Higher Education Act, for purposes of holding legal title to
the Trust Student Loans as contemplated by these Master Terms
and that Purchase Agreement and the other Basic Documents, it
has a lender identification number with respect to the Trust
Student Loans from the Department and has in effect a
Guarantee Agreement with each of the Guarantors with respect
to the Trust Student Loans.
SECTION 6. PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
Each party to these Master Terms shall give notice to the other parties
promptly, in writing, upon the discovery of any breach of SLMA's representations
and warranties made pursuant to Section 5(A) and (B) 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 applicable Guarantor's guarantee of such Trust Student Loan, SLMA shall
repurchase any affected Trust Student Loan not later than 120 days following the
earlier of the date of discovery of such material breach and the date of receipt
of the Guarantor reject transmittal form with respect to such Trust Student
Loan. In the event of such a material breach which is curable by reinstatement
of the Guarantor's guarantee of such Trust Student Loan, unless the material
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, SLMA shall
purchase such Trust Student Loan not
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later than the sixtieth day following the end of such 360-day period. SLMA 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
▇▇▇▇▇▇▇ ▇, ▇▇▇▇ 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(A) and (B) hereof by SLMA 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 SLMA 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 SLMA 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, SLMA
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 SLMA or the Servicer, exceeds 1% of the Pool Balance, SLMA (and the
Servicer as provided in the Servicing Agreement) shall purchase, within 30 days
of a written request of the Eligible Lender Trustee or the Indenture Trustee,
such affected Trust Student Loans in an aggregate principal amount such that
after such purchase the aggregate principal amount of such affected Trust
Student Loans is less than 1% of the Pool Balance. The Trust Student Loans to be
purchased by SLMA 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 ▇▇▇▇▇▇▇ ▇,
▇▇▇▇ 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),
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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 ▇▇▇▇▇▇▇ ▇, ▇▇▇▇
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 SLMA elects to substitute Eligible Loans pursuant to
this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ 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. SLMA
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 SLMA
pursuant to Section 5(A) and (B) hereof shall be to require SLMA to purchase
Trust Student Loans, to reimburse Funding as provided above or to substitute
Student Loans pursuant to this Section. The Eligible Lender Trustee shall have
no duty to conduct any affirmative investigation as to the occurrence of any
condition requiring the purchase of any Trust Student Loan or the reimbursement
for any interest penalty pursuant to this Section 6.
SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS
(A) Any payment received by SLMA 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 SLMA in trust for the account of Funding and SLMA hereby
disclaims any title to or interest in any such amounts. Within two (2)
Business Days following the date of receipt, SLMA shall remit to
Funding an amount equal to any such payments along with a listing on a
form provided by Funding identifying the Loans with respect to which
such payments were made, the amount of each such payment and the date
each such payment was received.
(B) Any written communication received at any time by SLMA with respect
to any Loan subject to this Purchase Agreement shall be transmitted by
SLMA 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.
12
SECTION 8. CONTINUING OBLIGATION OF SLMA
SLMA 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 SLMA owned the Loan, or
(b) a payment made or alleged to have been made to SLMA. Further, SLMA 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 SLMA; INDEMNITIES
SLMA shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by SLMA under these Master Terms.
(i) SLMA shall indemnify, defend and hold harmless
Funding and the Interim Eligible Lender Trustee in its
individual capacity and their officers, directors, employees
and agents from and against any taxes that may at any time be
asserted against any such Person with respect to the
transactions contemplated herein and in the other Basic
Documents (except any such income taxes arising out of fees
paid to the Interim Eligible Lender Trustee), including any
sales, gross receipts, general corporation, tangible and
intangible personal property, privilege or license taxes (but,
in the case of Funding, not including any taxes asserted with
respect to, and as of the date of, the sale of the Loans to
the Interim Eligible Lender Trustee on behalf of Funding, or
asserted with respect to ownership of the Trust Student Loans)
and costs and expenses in defending against the same.
(ii) SLMA 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, SLMA's willful misfeasance, bad faith or gross
negligence in the performance of its duties under these Master
Terms, or by reason of reckless disregard of its obligations
and duties under these Master Terms.
(iii) SLMA 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
these Master Terms, 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
13
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 SLMA, which approval shall
not be unreasonably withheld.
Indemnification under this Section 9 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 SLMA 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 SLMA, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF SLMA
Any Person (a) into which SLMA may be merged or consolidated, (b) which
may result from any merger or consolidation to which SLMA shall be a party or
(c) which may succeed to the properties and assets of SLMA substantially as a
whole, shall be the successor to SLMA without the execution or filing of any
document or any further act by any of the parties to these Master Terms;
provided, however, that SLMA 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 SLMA, executes an agreement of assumption to
perform every obligation of SLMA 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 SLMA, shall have delivered to the Interim Eligible Lender Trustee an
Officers' Certificate and an Opinion of Counsel each stating that such
consolidation, merger or succession and such agreement of assumption comply with
this Section and that all conditions precedent, if any, provided for in these
Master Terms relating to such transaction have been complied with, and that the
Rating Agency Condition shall have been satisfied with respect to such
transaction (iv) if SLMA is not the surviving entity, SLMA 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 SLMA AND OTHERS
SLMA 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 SLMA's
obligations under Section 6). SLMA 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
14
involve it in any expense or liability. Except as provided herein, the
repurchase (or substitution) and reimbursement obligations of SLMA 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, SLMA shall remit such amount to the Interim
Eligible Lender Trustee, for the benefit of and on behalf of Funding. Such
reconciliation payment shall be made from time to time but no less frequently
than semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF INTERIM ELIGIBLE LENDER
Notwithstanding anything contained herein to the contrary, these Master
Terms and any Purchase Agreement have been signed by Chase Manhattan Bank USA,
National Association, not in its individual capacity but solely in its capacity
as Interim Eligible Lender Trustee for Funding and in no event shall Chase
Manhattan Bank USA, National Association in its individual capacity have any
liability for the representations, warranties, covenants, agreements or other
obligations of Funding, under these Master Terms or any Purchase Agreement or in
any of the certificates, notices or agreements delivered pursuant hereto, as to
all of which recourse shall be had solely to the assets of Funding.
SECTION 13. EXPENSES
Except as otherwise provided herein, each party to these Master Terms
or any Purchase Agreement shall pay its own expense incurred in connection with
the preparation, execution and delivery of these Master Terms and any Purchase
Agreement and the transactions contemplated herein or therein.
SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION
All covenants, agreements, representations and warranties made herein
and in or pursuant to any Purchase Agreements executed pursuant to these Master
Terms shall survive the consummation of the purchase of the Loans provided for
in each Purchase Agreement. All covenants, agreements, representations and
warranties made or furnished pursuant hereto by or on behalf of SLMA 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 SLMA 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 SLMA 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 ▇▇▇▇▇▇▇▇
▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ construed to lessen the right of Funding to insist upon the
performance by SLMA 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 SLMA 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 SLMA 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 SLMA, the Interim Eligible Lender Trustee and
Funding, with the consent of the Noteholders of Notes evidencing a majority of
the Outstanding Amount of the Notes, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of these Master
Terms or any Purchase Agreements or of modifying in any manner the rights of the
Noteholders; provided, however, that no such amendment shall (a) increase or
reduce in any manner the amount of, or accelerate or delay the time of,
collections of payments with respect to Loans or distributions that shall be
required to be made for the benefit of the Noteholders or (b) reduce the
aforesaid percentage of the Outstanding Amount of the Notes, the Noteholders of
which are required to consent to any such amendment, without the consent of all
outstanding Noteholders.
Promptly after the execution of any such amendment or consent (or, in
the case of the Rating Agencies, five Business Days prior thereto), the Interim
Eligible Lender Trustee shall furnish written notification of the substance of
such amendment or consent to the Indenture Trustee and each of the Rating
Agencies.
16
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 these Master Terms 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 these Master Terms or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Terms SLMA and
the Interim Eligible Lender Trustee shall not acquiesce, petition or otherwise
invoke or cause Funding to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against Funding
under any Federal or state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignees, trustee, custodian, sequestrator or other
similar official of Funding or any substantial part of its property, or ordering
the winding up or liquidation of the affairs of the Funding.
SECTION 19. GOVERNING LAW
These Master Terms and any Purchase Agreement shall be governed by and
construed in accordance with the laws of the State of New York without reference
to its conflict of law provisions, and the obligations, rights and remedies of
the parties, hereunder shall be determined in accordance with such laws.
17
IN WITNESS WHEREOF, the parties hereto have caused these Master Terms
to be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
STUDENT LOAN MARKETING SLM FUNDING LLC
ASSOCIATION (Seller) (Purchaser)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
18
ATTACHMENT A
PURCHASE AGREEMENT
Dated as of ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇▇ AGREEMENT NUMBER 1
SLMA hereby offers for sale to Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of SLM
Funding LLC ("Funding") under the Interim Trust Agreement dated as of March 1,
2004 between Funding and the Interim Eligible Lender Trustee, the entire right,
title and interest of SLMA 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 SLMA'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 February 9, 2004.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, SLMA hereby sells to the
Interim Eligible Lender Trustee for the benefit of Funding the entire right,
title and interest of SLMA in the Loans accepted for purchase, subject to all
the terms and conditions of the Purchase Agreement Master Securitization Terms
Number 1000 (the "Master Terms") and any amendments thereto, incorporated herein
by reference, among SLMA, Funding, and the Interim Eligible Lender Trustee. The
Initial Payment of the Loans shall equal $2,599,991,224.47 equal to
$2,439,045,626 (representing the sale price of the Floating Rate Notes less
underwriters' discounts and fees), plus $627,300,430 (representing the sale
price of the Reset Rate Notes less initial purchasers' commissions and fees),
less $7,526,780 (representing the Reserve Account Initial Deposit), less
$34,000,000 (representing the Capitalized Interest Account Initial Deposit),
less $84,875 (representing the Interest Rate Cap Agreement Upfront Payment),
less $411,677,727.37 (representing the purchase price of the Trust Student Loans
being sold to the Interim Eligible Lender Trustee by SLM Education Loan Corp.
contemporaneous herewith) and less $10,622,706.37 (representing the portion of
the Collection Account Initial Deposit attributable to the Loans owned by SLMA
listed on the attached Exception Report).
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. SLMA 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.
SLMA 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 SLMA 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 SLMA
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.
2
IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement Number 1 to be duly executed by their respective officers hereunto
duly authorized, as of the day and year first above written.
STUDENT LOAN MARKETING
ASSOCIATION
(Seller)
By: _________________________
Name: _______________________
Title: ________________________
SLM FUNDING LLC
(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: _________________________
3
PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED MARCH 4, 2004
Student Loan Marketing Association ("SLMA"), 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 SLMA in favor of
Chase Manhattan Bank USA, National Association, as the Interim Eligible Lender
Trustee for the benefit of SLM Funding LLC ("Funding"). This endorsement is in
blank, unrestricted form and without recourse except as provided in Section 6 of
the Master Terms referred to in the Purchase Agreement among SLMA, 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, SLMA 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, SLMA ACKNOWLEDGES THAT SLMA 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 SLMA OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND,
UNLESS OTHERWISE AGREED BY SLMA AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE
OF THE ▇▇▇▇ OF SALE.
1
IN WITNESS WHEREOF, the parties hereto have caused this Blanket
Endorsement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
SELLER PURCHASER
Student Loan Marketing Association Chase Manhattan Bank USA, National
11600 ▇▇▇▇▇▇ ▇▇▇ Drive Association, not in its individual
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ capacity but solely as Eligible Lender
Trustee on behalf of SLM Student
Loan Trust 2004-2
Lender Code: _______________________
By: _________________________________ By: __________________________________
(Signature of Authorized Officer) (Signature of Authorized Signatory
for Purchaser)
Name: ______________________________ Name: ________________________________
Title: _____________________________ Title: _______________________________
Date of Purchase: ____________________
2
ATTACHMENT B
▇▇▇▇ OF SALE DATED MARCH 4, 2004
The undersigned ("SLMA"), for value received and pursuant to the terms
and conditions of Purchase Agreement Number 1 (the "Purchase Agreement") among
SLM Funding LLC ("Funding"), and Chase Manhattan Bank USA, National Association,
as Interim Eligible Lender Trustee for the benefit of Funding under the Interim
Trust Agreement dated as of March 1, 2004 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 SLMA, including the insurance interest of SLMA 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.
SLMA 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. SLMA 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, SLMA determined that $10,622,706.37 of the Loans
(identified in the "Exception Report" 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.
1
CERTAIN OTHER LOAN CRITERIA
- Not in claims status, not previously rejected
- Not in litigation
- Last disbursement was 30 days or more from cutoff date
- Loan is not swap-pending
*Based upon SLMA's estimated calculations, which may be adjusted upward or
downward based upon Funding's reconciliation.
** Includes interest to be capitalized.
2
GUARANTOR(S):
American Student Assistance
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Educational Credit Management Corporation of Virginia
Florida Bureau of Student Financial Assistance
Georgia Higher Education Assistance Corporation
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kentucky Higher Education Assistance Authority
Louisiana Office of Student Financial Assistance
Michigan Guaranty Agency
Montana Guaranteed Student Loan Program
Nebraska Student Loan Program
New Jersey Office of Student Assistance
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma Guaranteed Student Loan Program
Oregon State Scholarship Commission
Pennsylvania Higher Education Assistance Agency
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
3
EXCEPTION REPORT
[To be attached hereto]
1
IN WITNESS WHEREOF, the parties hereto have caused this ▇▇▇▇ of Sale to be duly
executed by their respective officers hereunto duly authorized, as of the day
and year first above written.
SELLER PURCHASER
Student Loan Marketing Association Chase Manhattan Bank USA, National
11600 ▇▇▇▇▇▇ ▇▇▇ Drive Association, not in its individual
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ capacity but solely as Eligible Lender
Trustee on behalf of SLM Student Loan
` Trust 2004-2
Lender Code: ________________________
By: _________________________________ By: ___________________________________
(Signature of Authorized Officer) (Signature of Authorized Signatory
for Purchaser)
Name: ______________________________ Name: _________________________________
Title: _____________________________ Title: ________________________________
Date of Purchase:______________________
2