SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Sale Agreement Master Securitization Terms Number 1000 ("Master
Sale Terms") dated as of March 20, 1997 among SLM Funding Corporation
("Seller"), Chase Manhattan Bank USA, National Association, not in its
individual capacity but solely as Interim Eligible Lender Trustee (the "Interim
Eligible Lender Trustee") for the benefit of the Seller under the Interim Trust
Agreement dated as of March 1, 1997 between Seller and the Interim Eligible
Lender Trustee, Chase Manhattan Bank USA, National Association, not in its
individual capacity but solely as Eligible Lender Trustee on behalf of SLM
Student Loan Trust 1997-1( the "Eligible Lender Trustee"), and SLM Student Loan
Trust 1997-1 (the "Purchaser"), shall be effective upon execution by the parties
hereto. References to the Seller herein mean the Interim Eligible Lender
Trustee, and references to the Purchaser mean the Eligible Lender Trustee, for
all purposes involving the holding or transferring of legal title to the Trust
Student Loans.
WHEREAS, the Seller is the owner of certain student loans guaranteed
under the Higher Education Act;
WHEREAS, legal title to such loans is vested in the Interim Eligible
Lender Trustee, as trustee for the benefit of the Seller as the sole
beneficiary;
WHEREAS, Seller may desire to sell its interest in such loans from time
to time and Purchaser may desire to purchase such loans from Seller;
WHEREAS, the Eligible Lender Trustee is willing to hold legal title to,
and serve as eligible lender trustee with respect to, such loans for the benefit
of the Purchaser;
NOW, THEREFORE, in connection with the mutual promises contained
herein, the parties hereto agree as follows:
SECTION 1. TERMS
These Master Sale Terms establish the terms under which Seller (and
with respect to legal title, the Interim Eligible Lender Trustee for the benefit
of Seller) may sell and Purchaser (and with respect to legal title, the Eligible
Lender Trustee on behalf of the Purchaser) may purchase the Loans (and all
obligations of the Borrowers thereunder) specified on each Sale Agreement ("
Sale Agreement") as the parties may execute from time to time pursuant to these
Master Sale Terms. Each such Sale Agreement shall be substantially in the form
of Attachment A hereto, incorporating by reference the terms of these Master
Sale Terms, and shall be a separate agreement among Seller, Purchaser, Eligible
Lender Trustee on behalf of Purchaser, and the Interim Eligible Lender Trustee
for the benefit of Seller
with respect to the Loans covered by the terms of such Sale Agreement for all
purposes. If the terms of a Sale Agreement conflict with the terms of these
Master Sale Terms, the terms of such Sale Agreement shall supersede and govern.
SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein shall have the
definitions set forth in Appendix A 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 the Seller and the Interim Eligible Lender Trustee for the
benefit of Seller which shall set forth the Loans offered by the Seller
and the Interim Eligible Lender Trustee for the benefit of the Seller
and accepted for purchase by the Eligible Lender Trustee on behalf of
the Purchaser and which shall sell, assign and convey to the Eligible
Lender Trustee on behalf of the Purchaser and its assignees all right,
title and interest of the Seller and of the Interim Eligible Lender
Trustee for the benefit of the Seller in the Loans listed on the ▇▇▇▇
of Sale and will certify that the representations and warranties made
by the Seller pursuant to Section 5(A) of these Master Sale Terms are
true and correct.
(C) "Borrower" means the obligor on a Loan.
(D) "Consolidation Loan" means a Loan made pursuant to and in full
compliance with Section 428C of the Higher Education Act.
(E) "Cutoff Date" means with respect to the first sale hereunder, March
3, 1997, and, with respect to subsequent sales hereunder, a date agreed
to by Seller and Purchaser to use in determining the Principal Balance
and accrued interest to be capitalized for purposes of completing the
Loan Transmittal Summary Form.
(F) "Deferred Payment" means all amounts equal to amounts distributed
to the Seller pursuant to Section 2.8C(G) of the Administration
Agreement (exclusive of the amount of any such distribution
attributable to the reduction from time to time of the Specified
Reserve Account Balance).
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(G) "Delinquent" means the period any payment of principal or interest
due on the Loan is overdue.
(H) "Eligible Loan" means a Loan offered for sale by Seller under the
Sale Agreement which as of the Cutoff Date is current or no more
Delinquent than permitted under the Sale Agreement in payment of
principal or interest and which meets the following criteria as of the
effective date of the ▇▇▇▇ of Sale:
(i) is a ▇▇▇▇▇▇▇▇ Loan, a Consolidation Loan, a PLUS Loan or
SLS Loan;
(ii) is owned by Seller and is fully disbursed;
(iii) is guaranteed as to principal and interest by the
applicable Guarantor to the maximum extent permitted by the
Higher Education Act for such Loan;
(iv) bears interest at a stated rate of not less than the
maximum rate permitted under the Higher Education Act for such
Loan;
(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,
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4. any other document and/or record
which Purchaser may be required to
retain pursuant to the Higher
Education Act; and
(b) for each Loan only if applicable:
1. payment history (or similar
document) including (i) an
indication of the Principal Balance
and the date through which interest
has been paid, each as of the
Cutoff Date and (ii) an accounting
of the allocation of all payments
by Borrower or on Borrower's behalf
to principal and interest on the
Loan,
2. documentation which supports
periods of current or past
deferment or past forbearance,
3. a collection history, if the Loan
was ever in a delinquent status,
including detailed summaries of
contacts and including the
addresses or telephone numbers used
in contacting or attempting to
contact Borrower and any endorser
and, if required by the Guarantor,
copies of all letters and other
correspondence relating to due
diligence processing,
4. evidence of all requests for
skip-tracing assistance and current
address of Borrower, if located,
5. evidence of requests for pre-claims
assistance, and evidence that the
Borrower's school(s) have been
notified,
6. a record of any event resulting in
a change to or confirmation of any
data in the Loan file.
(I) "Initial Payment" means the dollar amount specified in the
applicable Sale Agreement.
(J) "Loan" means the Note or Notes offered for sale pursuant to the
Sale Agreement and related documentation together with any guaranties
and other rights relating
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thereto including, without limitation, Interest Subsidy Payments and
Special Allowance Payments.
(K) "Loan Transmittal Summary Forms" means the forms provided to Seller
by Purchaser and completed by Seller which list, by Borrower, 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).
(O) "Purchase Price" means the sum of the Initial Payment and Deferred
Payment.
(P) "Secretary" means the United States Secretary of Education or any
successor.
(Q) "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.
(R) "▇▇▇▇▇▇▇▇ Loans" means Subsidized ▇▇▇▇▇▇▇▇ Loans and Unsubsidized
▇▇▇▇▇▇▇▇ Loans.
(S) "Subsidized ▇▇▇▇▇▇▇▇ Loan" means a Loan for which the interest rate
is governed by Section 427A(a) or 427A(d) of the Higher Education Act.
(T) "Unsubsidized ▇▇▇▇▇▇▇▇ Loan" means a Loan made pursuant to Section
428H of the Higher Education Act.
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SECTION 3. SALE/PURCHASE
(A) Consummation of Sale and Purchase
The sale and purchase of Eligible Loans pursuant to a Sale
Agreement shall be consummated upon Purchaser's receipt from the Seller
and the Interim Eligible Lender Trustee for the benefit of the Seller
of the ▇▇▇▇ of Sale and the payment by Purchaser to Seller of the
Initial Payment, and when consummated such sale and purchase shall be
effective as of the date of the ▇▇▇▇ of Sale. Seller and Purchaser
shall use their best efforts to perform promptly their respective
obligations pursuant to such Sale Agreement.
(B) Settlement of the Initial Payment
Purchaser on the date of the ▇▇▇▇ of Sale shall pay Seller the
Initial Payment by wire transfer in immediately available funds to the
account specified by Seller.
(C) Interest Subsidy And Special Allowance Payments
On the date of the ▇▇▇▇ of Sale, Seller shall be entitled to
all Interest Subsidy Payments and Special Allowance Payments on the
Loans subject to each ▇▇▇▇ of Sale accruing up to but not including the
date of the ▇▇▇▇ of Sale. The Purchaser and the Eligible Lender Trustee
for the benefit of Purchaser shall be entitled to all Special Allowance
Payments and Interest Subsidy Payments accruing from the date of the
▇▇▇▇ of Sale.
(D) Special Programs
In consideration of the sale of the Eligible Loans under these
Master Sale Terms and each Sale Agreement, Purchaser agrees to cause
the Servicer to offer borrowers of Trust Student Loans all special
programs whether or not in existence as of the date of any Sale
Agreement generally offered to the obligors of comparable loans owned
by ▇▇▇▇▇▇ Mae subject to the terms and conditions of Section 3.12 of
the Servicing Agreement.
(E) Deferred Payment
Receipt by the Seller of amounts distributed to the Seller
pursuant to Section 2.8C(G) of the Administration Agreement (exclusive
of the amount of any such distribution attributable to the reduction
from time to time of the Specified Reserve Account Balance) shall
constitute payment to the Seller of the Deferred Payment portion of the
Purchase Price.
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SECTION 4. CONDITIONS PRECEDENT TO SALE AND PURCHASE
(A) Activities Prior to the Sale
Following the execution of a Sale Agreement, Seller shall
provide any assistance requested by Purchaser in determining that all
required documentation on the Loans is present and correct.
(B) Continued Servicing
Seller shall service, or cause to be serviced, all Loans as
required under the Higher Education Act until the date of the ▇▇▇▇ of
Sale.
(C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form
Seller shall deliver to Purchaser:
(i) a ▇▇▇▇ of Sale executed by an authorized officer of the
Seller and the Interim Eligible Lender Trustee for the benefit
of the Seller, covering Loans offered by the Seller and
accepted by Purchaser as set forth thereon, selling, assigning
and conveying to the Eligible Lender Trustee for the benefit
of the Purchaser and its assignees all right, title and
interest of the Seller and the Interim Eligible Lender Trustee
for the benefit of the Seller, including the insurance
interest of the Interim Eligible Lender Trustee for the
benefit of the Seller, in each of the Loans, and stating that
the representations and warranties made by Seller in Section 5
of these Master Sale Terms are true and correct on and as of
the date of the ▇▇▇▇ of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the ▇▇▇▇
of Sale, identifying each of the Eligible Loans which is the
subject of the ▇▇▇▇ of Sale and setting forth the unpaid
Principal Balance of each such Loan.
(D) Endorsement
The Seller shall provide a blanket endorsement transferring
the entire interest of the Seller and the Interim Eligible Lender
Trustee for the benefit of Seller in the Loans to the Eligible Lender
Trustee for the benefit of the Purchaser with the form of endorsement
provided for in the Sale Agreement.
At the direction of and in such form as Purchaser may
designate, the Seller also agrees to individually endorse
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any Eligible Loan as Purchaser may request from time to time.
(E) Officer's Certificate
Seller shall furnish to Purchaser, with each ▇▇▇▇ of Sale
provided in connection with each sale of Loans pursuant to these Master
Sale Terms, an Officer's Certificate, dated as of the date of such ▇▇▇▇
of Sale, in substantially the form of Attachment C.
(F) Loan Transfer Statement
Upon Purchaser's request, Seller shall deliver to Purchaser
one (1) or more Loan Transfer Statements (Department Form OE 1074 or
its equivalent) provided by Purchaser, executed by the Interim Eligible
Lender Trustee for the benefit of the Seller and dated the date of the
▇▇▇▇ of Sale. Seller agrees that Purchaser and the Eligible Lender
Trustee may use the ▇▇▇▇ of Sale, including the Loan Transmittal
Summary Form attached to the ▇▇▇▇ of Sale, in lieu of OE Form 1074, as
official notification to the Guarantor of the assignment by the Interim
Eligible Lender Trustee for the benefit of the Seller to the Eligible
Lender Trustee for the benefit of the Purchaser of the Loans listed on
the ▇▇▇▇ of Sale:
(G) Power of Attorney
Seller and the Interim Eligible Lender Trustee hereby grant to
the Eligible Lender Trustee on behalf of the Purchaser an irrevocable
power of attorney, which power of attorney is coupled with an interest,
to individually endorse or cause to be individually endorsed in the
name of the Seller and the Interim Eligible Lender Trustee for the
benefit of the Seller any Eligible Loan to evidence the transfer of
such Eligible Loan to the Eligible Lender Trustee on behalf of the
Purchaser and to transfer or to cause to be transferred physical
possession of any Note from ▇▇▇▇▇▇ ▇▇▇ or the Servicer to the Eligible
Lender Trustee or the Indenture Trustee or any other custodian on
behalf of either of them.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF SELLER AND ELIGIBLE LENDER TRUSTEE
(A) General
Seller represents and warrants to Purchaser that with respect to a
portfolio of Loans as of the date of each Sale Agreement and ▇▇▇▇ of Sale;
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(i) The Interim Eligible Lender Trustee is an eligible lender or other
qualified holder of loans originated pursuant to the Federal Family
Education Loan Program established under the Higher Education Act;
(ii) The Interim Eligible Lender Trustee and the Seller are duly
organized and existing under the laws of the applicable jurisdiction;
(iii) The Interim Eligible Lender Trustee and the Seller have all
requisite power and authority to enter into and to perform the terms of
these Master Sale Terms and each Sale Agreement; and
(iv) The Interim Eligible Lender Trustee and the Seller will not, with
respect to any Loan purchased under Sale Agreements executed pursuant
to these Master Sale Terms, agree to release any Guarantor from any of
its contractual obligations as an insurer of such Loan or agree
otherwise to alter, amend or renegotiate any material term or condition
under which such Loan is insured, except as required by law or rules
and regulations issued pursuant to law, without the express prior
written consent of Purchaser.
(B) Particular
Seller represents and warrants to Purchaser as to the Loans purchased
by Purchaser under each Sale Agreement and each ▇▇▇▇ of Sale executed pursuant
to these Master Sale Terms:
(i) The Interim Eligible Lender Trustee for the benefit of the Seller
has good 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) The Loans are Eligible Loans and the description of the Loans set
forth in the Sale Agreement and the Loan Transmittal Summary Form is
true and correct;
(iii) The Interim Eligible Lender Trustee and the Seller are authorized
to sell, assign, transfer and repurchased the Loans; and the sale,
assignment and transfer of such Loans is or, in the case of a Loan
repurchased by the Seller and or the Interim Eligible Lender Trustee,
will be made pursuant to and
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consistent with the laws and regulations under which the Seller and the
Interim Eligible Lender Trustee operate, and will not violate any
decree, judgment or order of any court or agency, or conflict with or
result in a breach of any of the terms, conditions or provisions of any
agreement or instrument to which the Interim Eligible Lender Trustee or
the Seller is a party or by which the Interim Eligible Lender Trustee
or Seller or its property is bound, or constitute a default (or an
event which could constitute a default with the passage of time or
notice or both) thereunder;
(iv) 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);
(v) Each Loan has been duly made and serviced in accordance with the
provisions of the Federal Family Education Loan Program established
under the Higher Education Act, and has been duly insured by a
Guarantor; such guarantee is in full force and effect and is freely
transferable to the Eligible Lender Trustee for the benefit of the
Purchaser as an incident to the purchase of each Loan; and all premiums
due and payable to such Guarantor shall have been paid in full as of
the date of the ▇▇▇▇ of Sale;
(vi) Any payments on the Loans received by the Interim Eligible Lender
Trustee for the benefit of the Seller which have been allocated to
reduction of principal and interest on such Loans have been allocated
on a simple interest basis; the information with respect to the Loans
as of the Cutoff Date as stated on the Loan Transmittal Summary Form is
true and correct;
(vii) 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;
(viii) All origination fees authorized to be collected pursuant to
Section 438 of the Higher Education Act have been paid to the
Secretary;
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(ix) Each Loan has been duly made and serviced in accordance with the
provisions of all applicable federal and state laws;
(x) No Loan is more than ninety (90) days Delinquent as of the Cutoff
Date and no default, breach, violation or event permitting acceleration
under the terms of any Loan has arisen; and neither the Seller nor any
predecessor holder of any Loan has waived any of the foregoing other
than as permitted by the Basic Documents;
(xi) It is the intention of Seller, the Interim Eligible Lender
Trustee, the Eligible Lender Trustee, and the Purchaser, and the Seller
hereby warrants, that the transfer and assignment herein contemplated
constitute a valid sale of the Loans from Seller and the Interim
Eligible Lender Trustee to the Eligible Lender Trustee for the benefit
of Purchaser and that the beneficial interest in and title to such
Loans not be part of the Seller's estate in the event of the bankruptcy
of the Seller or the appointment of a receiver with respect to Seller;
(xii) There is only one original executed copy of the promissory note
evidencing each Loan; and
(xiii) No Borrower of any Loan as of the Cutoff Date is noted in the
related Loan File as being currently involved in a bankruptcy
proceeding.
(C) The Eligible Lender Trustee and the Purchaser represent and warrant that as
of the date of each Sale Agreement and each ▇▇▇▇ of Sale:
(i) The Eligible Lender Trustee is a national banking
association duly organized and validly existing in good standing under
the laws of the United States and having an office located within the
state of Delaware; and it has all requisite corporate power and
authority to execute, deliver and perform its obligations under this
Sale Agreement;
(ii) The Eligible Lender Trustee has taken all corporate
action necessary to authorize the execution and delivery by it of these
Master Sale Terms and each Sale Agreement, and these Master Sale Terms
and each Sale Agreement have been and will be executed and delivered by
one of its officers who is duly authorized to execute and deliver the
Sale Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of these
Master Sale Terms and each Sale Agreement, nor the
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consummation by it of the transactions contemplated hereby or thereby
nor compliance by it with any of the terms or provisions hereof or
thereof will contravene any Federal or Delaware state law, governmental
rule or regulation governing the banking or trust powers of the
Eligible Lender Trustee or any judgment or order binding on it, or
constitute any default under its charter documents or by-laws or any
indenture, mortgage, contract, agreement or instrument to which it is a
party or by which any of its properties may be bound; and
(iv) The Eligible Lender Trustee is an "eligible lender" as
such term is defined in Section 435(d) of the Higher Education Act, for
purposes of holding legal title to the Trust Student Loans as
contemplated by these Master Sale Terms and each Sale Agreement and the
other Basic Documents, it has a lender identification number with
respect to the Trust Student Loans from the Department and has in
effect a Guarantee Agreement with each of the Guarantors with respect
to the Trust Student Loans.
SECTION 6. PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
Each party to this Agreement shall give notice to the other such
parties and to the Servicer, the Administrator and ▇▇▇▇▇▇ ▇▇▇ promptly, in
writing, upon the discovery of any breach of Seller's representations and
warranties made pursuant to Section 5 hereof which has a materially adverse
effect on the interest of the Purchaser in any Trust Student Loan. In the event
of such a material breach which is not curable by reinstatement of the
applicable Guarantor's guarantee of such Trust Student Loan, Seller shall
repurchase any affected Trust Student Loan not later than 120 days following the
earlier of the date of discovery of such material breach and the date of receipt
of the Guarantor reject transmittal form with respect to such Trust Student
Loan. In the event of such a material breach which is curable by reinstatement
of the applicable Guarantor's guarantee of such Trust Student Loan, unless the
material breach shall have been cured within 360 days following the earlier of
the date of discovery of such material breach and the date of receipt of the
Guarantor reject transmittal form with respect to such Trust Student Loan, the
Seller shall purchase such Trust Student Loan not later than the sixtieth day
following the end of such 360-day period. The Seller shall also remit as
provided in Section 2.6 of the Administration Agreement on the date of purchase
of any Trust Student Loan pursuant to this Section 6 an amount equal to all
nonguaranteed interest amounts and forfeited Interest Subsidy Payments and
Special Allowance Payments with respect to such Trust Student Loan. In
consideration of the purchase of any such Trust Student Loan pursuant to this
Section 6, the Seller shall remit the Purchase Amount in the manner specified in
Section 2.6 of the Administration Agreement.
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In addition, if any breach of Section 5 hereof by the Seller does not
trigger such purchase obligation but does result in the refusal by a Guarantor
to guarantee all or a portion of the accrued interest (or any obligation of the
Purchaser to repay such interest to a Guarantor), or the loss (including any
obligation of the Purchaser to repay the Department) of Interest Subsidy
Payments and Special Allowance Payments, with respect to any Trust Student Loan
affected by such breach, then the Seller shall reimburse the Purchaser by
remitting an amount equal to the sum of all such nonguaranteed interest amounts
and such forfeited Interest Subsidy Payments or Special Allowance Payments in
the manner specified in Section 2.6 of the Administration Agreement not later
than (i) the last day of the next Collection Period ending not less than 60 days
from the date of the Guarantor's refusal to guarantee all or a portion of
accrued interest or loss of Interest Subsidy Payments or Special Allowance
Payments, or (ii) in the case where the Seller reasonably believes such losses
are likely to be collected, not later than the last day of the next Collection
Period ending not less than 360 days from the date of the Guarantor's refusal to
guarantee all or a portion of accrued interest or loss of Interest Subsidy
Payments or Special Allowance Payments. At the time such payment is made, the
Seller shall not be required to reimburse the Purchaser for interest that is
then capitalized, however, such amounts shall be reimbursed if the borrower
subsequently defaults and such capitalized interest is not paid by the
Guarantor.
Anything in this Section 6 to the contrary notwithstanding, if as of
the last Business Day of any month the aggregate outstanding principal amount of
Trust Student Loans with respect to which claims have been filed with and
rejected by a Guarantor or with respect to which the Servicer determines that
claims cannot be filed pursuant to the Higher Education Act as a result of a
breach by the Seller or the Servicer, exceeds 1% of the Pool Balance, the Seller
or the Servicer shall purchase, within 30 days of a written request of the
Eligible Lender Trustee or the Indenture Trustee, such affected Trust Student
Loans in an aggregate principal amount such that after such purchase the
aggregate principal amount of such affected Trust Student Loans is less than 1%
of the Pool Balance. The Trust Student Loans to be purchased by the Seller or
the Servicer pursuant to the preceding sentence shall be based on the date of
claim rejection (or the date of notice referred to in the first sentence of this
Section 6), with Trust Student Loans with the earliest such date to be purchased
first.
In lieu of repurchasing Trust Student Loans pursuant to this Section 6,
the Seller may, at its option, substitute Eligible Loans or arrange for the
substitution of Eligible Loans which are substantially similar on an aggregate
basis as of the date of substitution to the Trust Student Loans for which they
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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
▇▇▇▇▇▇▇▇, 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, the
Seller shall make a reasonable determination that the Eligible Loans to be
substituted will not have a material adverse effect on the Noteholders and the
Certificateholders.
In the event that Seller elects to substitute Eligible Loans pursuant
to this Section 6, the Seller will remit to the Administrator the amount of any
shortfall between the Purchase Amount of the substituted Eligible Loans and the
Purchase Amount of the Trust Student Loans for which they are being substituted.
The Seller shall also remit to the Administrator an amount equal to all
nonguaranteed interest amounts and forfeited Interest Subsidy Payments and
Special Allowance Payments with respect to the Trust Student Loans in the manner
provided in Section 2.6 of the Administration Agreement. The sole remedy of the
Purchaser, the Eligible Lender Trustee, the Certificateholders and the
Noteholders with respect to a breach by the Seller pursuant to Section 5 hereof
shall be to require the Seller to purchase Trust Student Loans, to reimburse the
Purchaser as provided above or to substitute Student Loans pursuant to this
Section. The Eligible Lender Trustee shall have no duty to conduct any
affirmative investigation as to the occurrence of any condition requiring the
purchase of any Trust Student Loan or the reimbursement for any interest penalty
pursuant to this Section 6.
SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS
AND FORWARD COMMUNICATIONS
(A) Any payment received by Seller with respect to amounts accrued
after the Date of the ▇▇▇▇ of Sale for any Loan sold to Purchaser,
which payment is not reflected in the
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Loan Transmittal Summary Form, shall be received by Seller in trust for
the account of Purchaser and the Seller hereby disclaims any title to
or interest in any such amounts. Within two (2) business days following
the date of receipt, Seller shall remit to Purchaser an amount equal to
any such payments along with a listing on a form provided by Purchaser
identifying the Loans with respect to which such payments were made,
the amount of each such payment and the date each such payment was
received.
(B) Any written communication received at any time by Seller with
respect to any Loan subject to any Sale Agreement shall be transmitted
by Seller to Servicer within two (2) business days of receipt. Such
communications shall include, but not be limited to, letters, notices
of death or disability, notices of bankruptcy, forms requesting
deferment of repayment or loan cancellation, and like documents.
SECTION 8. CONTINUING OBLIGATION OF SELLER
Seller shall provide all reasonable assistance necessary for Purchaser
to resolve account problems raised by any Borrower, the Guarantor or the
Secretary provided such account problems are attributable to or are alleged to
be attributable to (a) an event occurring during the period Seller owned the
Loan, or (b) a payment made or alleged to have been made to Seller. Further, the
Seller agrees to execute any financing statements at the request of the
Purchaser in order to reflect the Purchaser's interest in the Loans.
SECTION 9. LIABILITY OF SELLER; INDEMNITIES
The Seller shall be liable in accordance herewith only to the extent of
the obligations specifically undertaken by the Seller under this Sale Agreement.
(i) The Seller shall indemnify, defend and hold harmless the Purchaser
and the Eligible Lender Trustee in its individual capacity and their
officers, directors, employees and agents from and against any taxes
that may at any time be asserted against any such Person with respect
to the transactions contemplated herein and in the other Basic
Documents (except any such income taxes arising out of fees paid to the
Eligible Lender Trustee), including any sales, gross receipts, general
corporation, tangible and
intangible personal property, privilege or license taxes and costs and
expenses in defending against the same.
(ii) The Seller shall indemnify, defend and hold harmless the Purchaser
and the Eligible Lender Trustee in its
15
individual capacity and their officers, directors, employees and agents
of the Purchaser and the Eligible Lender Trustee from and against any
and all costs, expenses, losses, claims, damages and liabilities
arising out of, or imposed upon such Person through, the Seller's
willful misfeasance, bad faith or gross negligence in the performance
of its duties under the Sale Agreement, or by reason of reckless
disregard of its obligations and duties under the Sale Agreement.
(iii) The Seller shall be liable as primary obligor for, and shall
indemnify, defend and hold harmless the Eligible Lender Trustee in its
individual capacity and its officers, directors, employees and agents
from and against, all costs, expenses, losses, claims, damages,
obligations and liabilities arising out of, incurred in connection with
or relating to the Sale Agreement, the other Basic Documents, the
acceptance or performance of the trusts and duties set forth herein and
in the Sale Agreement or the action or the inaction of the Eligible
Lender Trustee hereunder, except to the extent that such cost, expense,
loss, claim, damage, obligation or liability: (a) shall be due to the
willful misfeasance, bad faith or negligence (except for errors in
judgment) of the Eligible Lender Trustee, (b) shall arise from any
breach by the Eligible Lender Trustee of its covenants in its
individual capacity under any of the Basic Documents; or (c) shall
arise from the breach by the Eligible Lender Trustee of any of its
representations or warranties in its individual capacity set forth in
these Master Sale Terms or any Sale Agreement. In the event of any
claim, action or proceeding for which indemnity will be sought pursuant
to this paragraph, the Eligible Lender Trustee's choice of legal
counsel shall be subject to the approval of the Seller, which approval
shall not be unreasonably withheld.
Indemnification under this Section shall survive the resignation or
removal of the Eligible Lender Trustee and the termination of these Master Sale
Terms and shall include reasonable fees and expenses of counsel and expenses of
litigation. If the Seller shall have made any indemnity payments pursuant to
this Section and the Person to or for the benefit of whom such payments are made
thereafter shall collect any of such amounts from others, such Person shall
promptly repay such amounts to the Seller, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF SELLER
Any Person (a) into which the Seller may be merged or consolidated, (b)
which may result from any merger or consolidation to which the Seller shall be a
party or (c) which may suc-
16
ceed to the properties and assets of the Seller substantially as a whole, shall
be the successor to the Seller without the execution or filing of any document
or any further act by any of the parties to these Master Sale Terms; provided,
however, that the Seller hereby covenants that it will not consummate any of the
foregoing transactions except upon satisfaction of the following: (i) the
surviving Person, if other than the Seller, executes an agreement of assumption
to perform every obligation of the Seller under these Master Sale Terms, (ii)
immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 5 herein shall have been breached, (iii) the
surviving Person, if other than the Seller, shall have delivered to the Eligible
Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating
that such consolidation, merger or succession and such agreement of assumption
comply with this Section and that all conditions precedent, if any, provided for
in these Master Sale Terms relating to such transaction have been complied with,
and that the Rating Agency Condition shall have been satisfied with respect to
such transaction, (iv) if the Seller is not the surviving entity, such
transaction will not result in a material adverse Federal or state tax
consequence to the Purchaser, the Noteholders or the Certificateholders and (v)
if the Seller is not the surviving entity, the Seller shall have delivered to
the Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in
the opinion of such counsel, all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of the Purchaser and the
Eligible Lender Trustee, respectively, in the Loans and reciting the details of
such filings, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interests.
SECTION 11. LIMITATION ON LIABILITY OF SELLER AND OTHERS
The Seller and any director or officer or employee or agent thereof may
rely in good faith on the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder (provided that such reliance shall not limit in any way the
Seller's obligations under Section 5 herein). The Seller shall not be under any
obligation to appear in, prosecute or defend any legal action that shall not be
incidental to its obligations under these Master Sale Terms or any Sale
Agreement, and that in its opinion may involve it in any expense or liability.
Except as provided herein, the repurchase (or substitution) and reimbursement
obligations of Seller will constitute the sole remedy available to Purchaser for
uncured breaches; provided, however, that the information with respect to the
Loans listed on the ▇▇▇▇ of Sale may be adjusted in the ordinary course of
business subsequent to the date of the ▇▇▇▇ of Sale and to the
17
extent that the aggregate Principal Balance listed on the ▇▇▇▇ of Sale is less
than the aggregate Principal Balance stated on the ▇▇▇▇ of Sale, Seller shall
remit such amount to the Eligible Lender Trustee for the benefit of the
Purchaser. Such reconciliation payment shall be made from time to time but no
less frequently than semi-annually.
SECTION 12. LIMITATION OF LIABILITY OF ELIGIBLE LENDER
TRUSTEE
Notwithstanding anything contained herein to the contrary, these Master
Sale Terms and any Sale Agreement have been signed by Chase Manhattan Bank USA,
National Association not in its individual capacity but solely in its capacity
as Eligible Lender Trustee for the Purchaser and the Interim Eligible Lender
Trustee for the Seller, as the case may be, and in no event shall Chase
Manhattan Bank USA, National Association in its individual capacity, have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Eligible Lender Trustee, the Interim Eligible Lender Trustee,
the Purchaser or of the Seller, respectively, under these Master Sale Terms or
any Sale Agreement or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of the Purchaser or the Seller, as the case may be.
SECTION 13. EXPENSES
Except as otherwise provided herein, each party to these Master Sale
Terms or any Sale Agreement shall pay its own expense incurred in connection
with the preparation, execution and delivery of these Master Sale Terms or any
Sale Agreement and the transactions contemplated herein or therein.
SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION
All covenants, agreements, representations and warranties made herein
and in or pursuant to any Sale Agreements executed pursuant to these Master Sale
Terms shall survive the consummation of the purchase of the Loans provided for
in each Sale Agreement. All covenants, agreements, representations and
warranties made or furnished pursuant hereto by or for the benefit of Seller
shall bind and inure to the benefit of any successors or assigns of Purchaser
and shall survive with respect to each Loan. Each Sale Agreement supersedes all
previous agreements and understandings between Purchaser and Seller with respect
to the subject matter thereof. A Sale Agreement may be changed, modified or
discharged, and any rights or obligations hereunder may be waived, only by a
written instrument signed by a duly authorized officer of the party against whom
enforcement of any such waiver, change, modification or discharge is sought. The
waiver by Purchaser of
18
any covenant, agreement, representation or warranty required to be made or
furnished by Seller or the waiver by Purchaser of any provision herein contained
or contained in any Sale Agreement shall not be deemed to be a waiver of any
breach of any other covenant, agreement, representation, warranty or provision
herein contained or contained in any Sale Agreement, nor shall any waiver or any
custom or practice which may evolve between the parties in the administration of
the terms hereof or of any Sale Agreement, be construed to lessen the right of
Purchaser to insist upon the performance by Seller in strict accordance with
said terms.
SECTION 15. COMMUNICATION AND NOTICE REQUIREMENTS
All communications, notices and approvals provided for hereunder shall
be in writing and mailed or delivered to Seller or Purchaser, as the case may
be, addressed as set forth in the Sale Agreement or at such other address as
either party may hereafter designate by notice to the other party. Notice given
in any such communication, mailed to Seller or Purchaser by appropriately
addressed registered mail, shall be deemed to have been given on the day
following the date of such mailing.
SECTION 16. FORM OF INSTRUMENTS
All instruments and documents delivered in connection with these Master
Sale Terms and any Sale Agreement, and all proceedings to be taken in connection
with these Master Sale Terms and any Sale Agreement and the transactions
contemplated herein and therein, shall be in a form as set forth in the
attachments hereto, and Purchaser shall have received copies of such documents
as it or its counsel shall reasonably request in connection therewith. Any
instrument or document which is substantially in the same form as an Attachment
hereto or a recital herein will be deemed to be satisfactory as to form.
SECTION 17. AMENDMENT
These Master Sale Terms and any Sale Agreement may be amended by the
parties thereto without the consent of the related Noteholders or
Certificateholders for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of such Master Sale Terms and
Sale Agreements or of modifying in any manner the rights of such Noteholders or
Certificateholders; provided that such action will not, in the opinion of
counsel satisfactory to the related Eligible Lender Trustees, materially and
adversely affect the interest of any such Noteholder or Certificateholder.
In addition, these Master Sale Terms and any Sale Agreement may also be
amended from time to time by the Seller, the Interim Eligible Lender Trustee,
the Eligible Lender Trustee and the
19
Purchaser, with the consent of the Noteholders of Notes evidencing a majority of
the Outstanding Amount of the Notes and the consent of the Certificateholders of
Certificates evidencing a majority of the Certificate Balance, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of these Master Sale Terms or any Sale Agreement or of modifying in
any manner the rights of the Noteholders or the Certificateholders; 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 the Certificateholders or (b) reduce the aforesaid
percentage of the Outstanding Amount of the Notes and the Certificate Balance of
Certificates, the Noteholders or the Certificateholders of which are required to
consent to any such amendment, without the consent of all outstanding
Noteholders and Certificateholders.
Promptly after the execution of any such amendment or consent (or, in
the case of the Rating Agencies, five Business Days prior thereto), the Eligible
Lender Trustee shall furnish written notification of the substance of such
amendment or consent to the Indenture Trustee, each Certificateholder, and each
of the Rating Agencies.
It shall not be necessary for the consent of Certificateholders or
Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof.
Prior to the execution of any amendment to these Master Sale Terms, the
Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that execution of such amendment is authorized or permitted by
this Sale Agreement and the Opinion of Counsel referred to in Section 7.1 I((i)
of the Administration Agreement. The Eligible Lender Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Eligible Lender
Trustee's own rights, duties or immunities under this Agreement or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Sale Terms,
Seller and the Interim Eligible Lender Trustee shall not acquiesce, petition or
otherwise invoke or cause Purchaser to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
Purchaser under any Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of Purchaser
20
or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Purchaser.
Notwithstanding any prior termination of these Master Sale Terms, the
Eligible Lender Trustee and the Purchaser shall not acquiesce, petition or
otherwise invoke or cause Seller to invoke the process of commencing or
sustaining a case against the Seller under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of Seller or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Purchaser.
SECTION 19. ASSIGNMENT
Seller and the Interim Eligible Lender Trustee each hereby assigns its
entire right, title and interest as purchaser and as the Interim Eligible Lender
Trustee under the Purchase Agreement Master Securitization Terms Number 1000 and
any Purchase Agreement thereunder to Purchaser as of the date hereof and
acknowledges that the Purchaser and the Eligible Lender Trustee on behalf of the
Purchaser will assign the same, together with the right, title and interest of
the Purchaser and the Eligible Lender Trustee hereunder, to the Indenture
Trustee under the Indenture.
SECTION 20. GOVERNING LAW
These Master Sale Terms and any Sale Agreements shall be governed by
and construed in accordance with the laws of the State of New York.
21
SLM STUDENT LOAN TRUST 1997-1 SLM FUNDING CORPORATION
(Purchaser) (Seller)
by Chase Manhattan Bank USA,
National Association
not in its individual capacity
but solely as Eligible Lender By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Trustee --------------------------------
Name:
-------------------------------
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Title:
----------------------------- ------------------------------
Name:
---------------------------
Title:
---------------------------
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION NATIONAL ASSOCIATION
(Not in its individual (Not in its individual capacity
capacity but solely as but solely as Interim Eligible
Eligible Lender Trustee) Lender Trustee)
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------- ------------------------------
Name: Name:
--------------------------- ------------------------------
Title: Title:
--------------------------- ------------------------------
22
ATTACHMENT A
SALE AGREEMENT
Dated as of March 20, 1997
SALE AGREEMENT NUMBER 1
Each of the Chase Manhattan Bank USA, National Association as Interim
Eligible Lender Trustee (the "Interim Eligible Lender Trustee") for the
benefit of SLM Funding Corporation (the "Seller") and the Seller hereby
offer for sale to the Eligible Lender Trustee on behalf of SLM Student Loan
Trust 1997-1 ("Purchaser") the entire right, title and interest of the
Seller and the Interim Eligible Lender Trustee in the Loans described in the
▇▇▇▇ of Sale and Loan Transmittal Summary Form incorporated herein and, to
the extent indicated below, the Eligible Lender Trustee on behalf of the
Purchaser accepts the Seller's and the Interim Eligible Lender Trustee's
offer. In order to qualify as Eligible Loans, no payment of principal or
interest shall be more than ninety (90) days Delinquent as of the Cutoff
Date which date shall be March 3, 1997.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, each of the Seller and the
Interim Eligible Lender Trustee for the benefit of the Seller hereby sells
to the Eligible Lender Trustee for the benefit of the Purchaser the entire
right, title and interest of the Seller and the Interim Eligible Lender
Trustee in the Loans accepted for purchase, subject to all the terms and
conditions of the Sale Agreement Master Securitization Terms Number 1000
("Master Sale Terms") and amendments, each incorporated herein by reference,
among Seller, Interim Eligible Lender Trustee, Purchaser, and the Eligible
Lender Trustee. The Initial Payment of the Loans shall equal $2,039,022,394
(equal to $2,044,057,624 (representing the offering price of the Securities
less underwriters' commissions) less $5,010,230 (representing the Reserve
Account Initial Deposit) less $25,000 (representing the initial deposit into
the Collection Account).
This document shall constitute a Sale Agreement as referred to in the
Master Sale Terms and, except as modified herein, each term used herein
shall have the same meaning as in the Master Sale Terms. All references in
the Master Sale Terms to Loans or Eligible Loans shall be deemed to refer to
the Loans governed by this Sale Agreement. Seller hereby makes, as of the
date hereof, all the representations and warranties contained in the Master
Sale Terms and makes such representations and warranties with respect to the
Loans governed by this Sale Agreement.
Each of the Seller and the Interim Eligible Lender Trustee for the
benefit of the Seller authorizes the Eligible Lender Trustee for the benefit
of the Purchaser to use a copy of the ▇▇▇▇ of Sale, including the Loan
Transmittal Summary Form attached to the ▇▇▇▇ of Sale (in lieu of OE Form
1074) as official notification to the applicable Guarantors of assignment to
the Eligible Lender Trustee for the benefit of the Purchaser of the Loans on
the date of purchase.
1
The parties hereto intend that the transfer of Loans described in the
▇▇▇▇ of Sale and Loan Transmittal Summary Form be, and be construed as, a
valid sale of such Loans. However, in the event that notwithstanding the
intentions of the parties, such transfer is deemed to be a transfer for
security, then each of the Interim Eligible lender Trustee and the Seller
hereby grants to the Eligible Lender Trustee on behalf of the Purchaser a
first priority security interest in and to all Loans described in the ▇▇▇▇
of Sale and Loan Transmittal Summary Form to secure a loan in an amount
equal to the Purchase Price of such Loans.
SLM FUNDING CORPORATION SLM STUDENT LOAN TRUST 1997-1
(Seller) (Purchaser)
by Chase Manhattan Bank USA,
National Association
not in its individual capacity but
By: solely as Eligible Lender Trustee
---------------------------------
Name:
------------------------------
Title: By:
------------------------------ ---------------------------------
Name:
------------------------------
Title:
------------------------------
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION NATIONAL ASSOCIATION
(not in its individual (not in its individual
capacity but solely as Interim capacity but solely as Eligible
Eligible Lender Trustee) Lender Trustee)
By: By:
--------------------------------- ---------------------------------
Name: Name:
------------------------------ ------------------------------
Title: Title:
------------------------------ ------------------------------
2
SALE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇ Funding Corporation ("Seller") and Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of the
Seller, by execution of this instrument, hereby endorses the attached promissory
note which is one (1) of the promissory notes ("the Notes") described in the
▇▇▇▇ of Sale executed by the Seller and the Interim Eligible Lender Trustee for
the benefit of the Seller in favor of Chase Manhattan Bank USA, National
Association as Eligible Lender Trustee on behalf of SLM Student Loan Trust
1997-1 (the "Purchaser"). This endorsement is in blank, unrestricted form and
without recourse except as provided in Section 6 of the Master Sale Terms
referred to in the Sale Agreement among Seller, Purchaser, Interim Eligible
Lender Trustee, and the Eligible Lender Trustee which covers this promissory
note.
This endorsement may be effected by attaching either this instrument or
a facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, the Interim Eligible Lender Trustee for
the benefit of the Seller agrees to individually endorse each Note in the form
provided by Purchaser as Purchaser may from time to time require or if such
individual endorsement is required by the Guarantor of the Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE SALE AGREEMENT
MASTER LOAN SECURITIZATION TERMS 1000. BY EXECUTION HEREOF, THE SELLER
ACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL
TERMS, CONDITIONS AND COVENANTS OF THE SALE AGREEMENT (" SALE AGREEMENT"). THE
SALE AND PURCHASE SHALL BE CONSUMMATED UPON PURCHASER'S PAYMENT TO SELLER OF THE
INITIAL PAYMENT AS DEFINED IN THE MASTER SALE TERMS AND, UNLESS OTHERWISE AGREED
BY SELLER AND PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE ▇▇▇▇ OF SALE.
=====================================
SELLER
==================================== PURCHASER
Chase Manhattan Bank USA, National ===================================
Association not in its individual Chase Manhattan Bank USA,
capacity but solely in its individual National Association
capacity but solely as Interim Eligible not in its individual capacity
Lender Trustee for the Benefit of SLM but solely as Eligible Lender
Funding Corporation Trustee on behalf of SLM
Student Loan Trust 1997-1
Lender Code: 833 253
By: By:
-------------------------------- --------------------------------
(Signature of Authorized (Signature of Authorized
Officer) Signatory for Purchaser)
Name: Name:
------------------------------ ------------------------------
Title: Title:
------------------------------ ------------------------------
Date of Purchase: Mar. 20, 1997
=====================================
----------------------------------------------------------------
NOTE: Boxed areas on this form are to be completed by Purchaser.
----------------------------------------------------------------
1
ATTACHMENT B
▇▇▇▇ OF SALE DATED MARCH 20, 1997
The undersigned SLM Funding Corporation ("Seller") and Chase Manhattan
Bank USA, National Association as Interim Eligible Lender Trustee for the
benefit of the Seller under the Interim Trustee Agreement dated as of March 1,
1997 ("Interim Eligible Lender Trustee"), for value received and pursuant to the
terms and conditions of Sale Agreement Number 1 ("Sale Agreement") among Seller,
the Interim Eligible Lender Trustee, SLM Student Loan Trust 1997-1 ("Purchaser")
and Chase Manhattan Bank USA, National Association as the Eligible Lender
Trustee, do hereby sell, assign and convey to the Eligible Lender Trustee on
behalf of Purchaser and its assignees all right, title and interest of Seller
and the Interim Eligible Lender Trustee, including the insurance interest of
Seller and the Interim Eligible Lender Trustee under the Federal Family
Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein
which the Eligible Lender Trustee on behalf of Purchaser has accepted for
purchase. The portfolio accepted for purchase by the Eligible Lender Trustee on
behalf of Purchaser and the effective date of sale and purchase are described
below and the individual Accounts are listed on the Schedule A attached hereto.
Seller hereby makes the representations and warranties set forth in
Section 5 of the Sale Agreement Master Securitization Terms Number 1000
incorporated by reference in the Sale Agreement. Seller and the Interim Eligible
Lender Trustee authorize the Eligible Lender Trustee on behalf of Purchaser to
use a copy of this document (in lieu of OE Form 1074) as official notification
to the Guarantor(s) of assignment to the Eligible Lender Trustee on behalf of
Purchaser of the Loans on the date of purchase.
LISTING OF LOANS
OFFERED BY ACCEPTED BY ELIGIBLE
SELLER LENDER TRUSTEE
Number of Principal Number of Principal
LOAN TYPE Loans* Balance** Loans* Balance**
--------------------------------------------------------------------------------
SUBSIDIZED ▇▇▇▇▇▇▇▇
Interim 144,627 419,501,891 144,627 419,501,891
Repayment 333,875 929,107,654 333,875 929,107,654
478,502 1,348,609,545 478,502 1,348,609,545
UNSUBSIDIZED ▇▇▇▇▇▇▇▇
Deferred 51,985 173,255,457 51,985 173,255,457
Repayment 83,169 264,733,902 83,169 264,733,902
135,154 437,989,359 135,154 437,989,359
PLUS/SLS
Deferred 9,957 44,801,024 9,957 44,801,024
Non-Deferred 43,135 172,691,935 43,135 172,691,935
53,092 217,492,959 53,092 217,492,959
CONSOLIDATION 0 0 0 0
TOTAL 666,748 $2,004,091,863 666,748 $2,004,091,863
======= ============== ======= ==============
ADDITIONAL LOAN CRITERIA
Not in claims status, not previously rejected
Not in litigation
Last disbursement is greater than 120 days from cutoff date
Loan is not swap-pending
--------------
*Based upon Seller's estimated calculations, which may be adjusted upward or
downward based upon Purchaser's reconciliation.
**Includes interest to be capitalized.
1
Guarantor(s):
American Student Assistance Guarantor
California Student Aid Commission
Connecticut Student Loan Foundation
Educational Credit Management Corporation
Florida Department of Education Office of Student Financial Assistance
Great Lakes Higher Education Corporation
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
New Jersey Higher Education Assistance Authority
N.Y. State Higher Education Services Corporation
Northstar Guarantee Inc.
Northwest Education Loan Association
Oklahoma State Regents for Higher Education
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.
SELLER ======================================
==================================== PURCHASER
Chase Manhattan Bank USA, National ===================================
Association not in its Chase Manhattan Bank USA,
individual capacity but solely as National Association,
Interim Eligible Lender Trustee on not in its individual capacity
behalf of SLM Funding Corporation but solely as Eligible Lender
Funding Corporation Trustee on behalf of SLM
Student Loan Trust 1997-1
Lender Code: _____________
By: By:
-------------------------------- --------------------------------
(Signature of Authorized Officer) (Signature of Authorized
Signatory for Purchaser)
Name: Name:
------------------------------ ------------------------------
Title: Title:
------------------------------ ------------------------------
SLM FUNDING CORPORATION Date of Purchase: __________________
By: ======================================
-------------------------------
(Signature of Authorized Officer)
Name:
------------------------------
Title:
------------------------------
================================================================
NOTE: Boxed areas on this form are to be completed by Purchaser.
================================================================
2
OFFICER'S CERTIFICATE
I, ______________________________, of ________________________ (the
"Seller"), hereby certify to SLM Student Loan Trust 1997-1 that:
1. The person(s) named below are at the date hereof the duly elected,
qualified and acting officers of the Seller holding the offices indicated and
the signature following each name is the genuine signature of the person named:
Title Name Signature
----- ---- ---------
_________________________ _______________________ __________________________
_________________________ _______________________ __________________________
_________________________ _______________________ __________________________
_________________________ _______________________ __________________________
2. Any of the above-named person(s) is duly authorized to sign
agreements providing for the sale of student loans to the SLM Student Loan Trust
1997-1.
WITNESS my hand this day ___ of _________________, 199__.
By:
--------------------------------------------
(Not an officer listed above)
Name:
--------------------------------------------
Title:
-------------------------------------------
1
SALE AGREEMENT
Dated as of March 20, 1997
SALE AGREEMENT NUMBER 1
Each of the Chase Manhattan Bank USA, National Association as Interim
Eligible Lender Trustee (the "Interim Eligible Lender Trustee") for the
benefit of SLM Funding Corporation (the "Seller") and the Seller hereby
offer for sale to the Eligible Lender Trustee on behalf of SLM Student Loan
Trust 1997-1 ("Purchaser") the entire right, title and interest of the
Seller and the Interim Eligible Lender Trustee in the Loans described in the
▇▇▇▇ of Sale and Loan Transmittal Summary Form incorporated herein and, to
the extent indicated below, the Eligible Lender Trustee on behalf of the
Purchaser accepts the Seller's and the Interim Eligible Lender Trustee's
offer. In order to qualify as Eligible Loans, no payment of principal or
interest shall be more than ninety (90) days Delinquent as of the Cutoff
Date which date shall be March 3, 1997.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, each of the Seller and the
Interim Eligible Lender Trustee for the benefit of the Seller hereby sells
to the Eligible Lender Trustee for the benefit of the Purchaser the entire
right, title and interest of the Seller and the Interim Eligible Lender
Trustee in the Loans accepted for purchase, subject to all the terms and
conditions of the Sale Agreement Master Securitization Terms Number 1000
("Master Sale Terms") and amendments, each incorporated herein by reference,
among Seller, Interim Eligible Lender Trustee, Purchaser, and the Eligible
Lender Trustee. The Initial Payment of the Loans shall equal $2,039,022,394
(equal to $2,044,057,624 (representing the offering price of the Securities
less underwriters' commissions) less $5,010,230 (representing the Reserve
Account Initial Deposit) less $25,000 (representing the initial deposit into
the Collection Account).
This document shall constitute a Sale Agreement as referred to in the
Master Sale Terms and, except as modified herein, each term used herein
shall have the same meaning as in the Master Sale Terms. All references in
the Master Sale Terms to Loans or Eligible Loans shall be deemed to refer to
the Loans governed by this Sale Agreement. Seller hereby makes, as of the
date hereof, all the representations and warranties contained in the Master
Sale Terms and makes such representations and warranties with respect to the
Loans governed by this Sale Agreement.
Each of the Seller and the Interim Eligible Lender Trustee for the
benefit of the Seller authorizes the Eligible Lender Trustee for the benefit
of the Purchaser to use a copy of the ▇▇▇▇ of Sale, including the Loan
Transmittal Summary Form attached to the ▇▇▇▇ of Sale (in lieu of OE Form
1074) as official notification to the applicable Guarantors of assignment to
the Eligible Lender Trustee for the benefit of the Purchaser of the Loans on
the date of purchase.
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The parties hereto intend that the transfer of Loans described in the
▇▇▇▇ of Sale and Loan Transmittal Summary Form be, and be construed as, a
valid sale of such Loans. However, in the event that notwithstanding the
intentions of the parties, such transfer is deemed to be a transfer for
security, then each of the Interim Eligible lender Trustee and the Seller
hereby grants to the Eligible Lender Trustee on behalf of the Purchaser a
first priority security interest in and to all Loans described in the ▇▇▇▇
of Sale and Loan Transmittal Summary Form to secure a loan in an amount
equal to the Purchase Price of such Loans.
SLM FUNDING CORPORATION SLM STUDENT LOAN TRUST 1997-1
(Seller) (Purchaser)
by Chase Manhattan Bank USA,
National Association
not in its individual capacity but
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ solely as Eligible Lender Trustee
---------------------------------
Name:
------------------------------
Title: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------ ---------------------------------
Name:
------------------------------
Title:
------------------------------
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION NATIONAL ASSOCIATION
(not in its individual (not in its individual
capacity but solely as Interim capacity but solely as Eligible
Eligible Lender Trustee) Lender Trustee)
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ---------------------------------
Name: Name:
------------------------------ ------------------------------
Title: Title:
------------------------------ ------------------------------
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SALE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇ Funding Corporation ("Seller") and Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of the
Seller, by execution of this instrument, hereby endorses the attached promissory
note which is one (1) of the promissory notes ("the Notes") described in the
▇▇▇▇ of Sale executed by the Seller and the Interim Eligible Lender Trustee for
the benefit of the Seller in favor of Chase Manhattan Bank USA, National
Association as Eligible Lender Trustee on behalf of SLM Student Loan Trust
1997-1 (the "Purchaser"). This endorsement is in blank, unrestricted form and
without recourse except as provided in Section 6 of the Master Sale Terms
referred to in the Sale Agreement among Seller, Purchaser, Interim Eligible
Lender Trustee, and the Eligible Lender Trustee which covers this promissory
note.
This endorsement may be effected by attaching either this instrument or
a facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, the Interim Eligible Lender Trustee for
the benefit of the Seller agrees to individually endorse each Note in the form
provided by Purchaser as Purchaser may from time to time require or if such
individual endorsement is required by the Guarantor of the Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE SALE AGREEMENT
MASTER LOAN SECURITIZATION TERMS 1000. BY EXECUTION HEREOF, THE SELLER
ACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL
TERMS, CONDITIONS AND COVENANTS OF THE SALE AGREEMENT (" SALE AGREEMENT"). THE
SALE AND PURCHASE SHALL BE CONSUMMATED UPON PURCHASER'S PAYMENT TO SELLER OF THE
INITIAL PAYMENT AS DEFINED IN THE MASTER SALE TERMS AND, UNLESS OTHERWISE AGREED
BY SELLER AND PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE ▇▇▇▇ OF SALE.
=====================================
SELLER PURCHASER
==================================== ===================================
Chase Manhattan Bank USA, National Chase Manhattan Bank USA,
Association not in its individual National Association
capacity but solely in its individual not in its individual capacity
capacity but solely as Interim Eligible but solely as Eligible Lender
Lender Trustee for the Benefit of SLM Trustee on behalf of SLM
Funding Corporation Student Loan Trust 1997-1
Lender Code: 833 253
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ --------------------------------
-------------------------------- (Signature of Authorized
(Signature of Authorized Signatory for Purchaser)
Officer)
Name:
Name: ------------------------------
------------------------------
Title:
Title: ------------------------------
------------------------------
Date of Purchase: Mar. 20, 1997
=====================================
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NOTE: Boxed areas on this form are to be completed by Purchaser.
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ATTACHMENT B
▇▇▇▇ OF SALE DATED MARCH 20, 1997
The undersigned SLM Funding Corporation ("Seller") and Chase Manhattan
Bank USA, National Association as Interim Eligible Lender Trustee for the
benefit of the Seller under the Interim Trustee Agreement dated as of March 1,
1997 ("Interim Eligible Lender Trustee"), for value received and pursuant to the
terms and conditions of Sale Agreement Number 1 ("Sale Agreement") among Seller,
the Interim Eligible Lender Trustee, SLM Student Loan Trust 1997-1 ("Purchaser")
and Chase Manhattan Bank USA, National Association as the Eligible Lender
Trustee, do hereby sell, assign and convey to the Eligible Lender Trustee on
behalf of Purchaser and its assignees all right, title and interest of Seller
and the Interim Eligible Lender Trustee, including the insurance interest of
Seller and the Interim Eligible Lender Trustee under the Federal Family
Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein
which the Eligible Lender Trustee on behalf of Purchaser has accepted for
purchase. The portfolio accepted for purchase by the Eligible Lender Trustee on
behalf of Purchaser and the effective date of sale and purchase are described
below and the individual Accounts are listed on the Schedule A attached hereto.
Seller hereby makes the representations and warranties set forth in
Section 5 of the Sale Agreement Master Securitization Terms Number 1000
incorporated by reference in the Sale Agreement. Seller and the Interim Eligible
Lender Trustee authorize the Eligible Lender Trustee on behalf of Purchaser to
use a copy of this document (in lieu of OE Form 1074) as official notification
to the Guarantor(s) of assignment to the Eligible Lender Trustee on behalf of
Purchaser of the Loans on the date of purchase.
LISTING OF LOANS
OFFERED BY ACCEPTED BY ELIGIBLE
SELLER LENDER TRUSTEE
Number of Principal Number of Principal
LOAN TYPE Loans* Balance** Loans* Balance**
--------------------------------------------------------------------------------
SUBSIDIZED ▇▇▇▇▇▇▇▇
Interim 144,627 419,501,891 144,627 419,501,891
Repayment 333,875 929,107,654 333,875 929,107,654
478,502 1,348,609,545 478,502 1,348,609,545
UNSUBSIDIZED ▇▇▇▇▇▇▇▇
Deferred 51,985 173,255,457 51,985 173,255,457
Repayment 83,169 264,733,902 83,169 264,733,902
135,154 437,989,359 135,154 437,989,359
PLUS/SLS
Deferred 9,957 44,801,024 9,957 44,801,024
Non-Deferred 43,135 172,691,935 43,135 172,691,935
53,092 217,492,959 53,092 217,492,959
CONSOLIDATION 0 0 0 0
TOTAL 666,748 $2,004,091,863 666,748 $2,004,091,863
======= ============== ======= ==============
ADDITIONAL LOAN CRITERIA
Not in claims status, not previously rejected
Not in litigation
Last disbursement is greater than 120 days from cutoff date
Loan is not swap-pending
---------------
*Based upon Seller's estimated calculations, which may be adjusted upward or
downward based upon Purchaser's reconciliation.
**Includes interest to be capitalized.
1
Guarantor(s):
American Student Assistance Guarantor
California Student Aid Commission
Connecticut Student Loan Foundation
Educational Credit Management Corporation
Florida Department of Education Office of Student Financial Assistance
Great Lakes Higher Education Corporation
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
New Jersey Higher Education Assistance Authority
N.Y. State Higher Education Services Corporation
Northstar Guarantee Inc.
Northwest Education Loan Association
Oklahoma State Regents for Higher Education
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.
SELLER ======================================
==================================== PURCHASER
Chase Manhattan Bank USA, National ===================================
Association not in its Chase Manhattan Bank USA,
individual capacity but solely as National Association,
Interim Eligible Lender Trustee on not in its individual capacity
behalf of SLM Funding Corporation but solely as Eligible Lender
Funding Corporation Trustee on behalf of SLM
Student Loan Trust 1997-1
Lender Code: _____________
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- --------------------------------
(Signature of Authorized Officer) (Signature of Authorized
Signatory for Purchaser)
Name: Name:
------------------------------ ------------------------------
Title: Title:
------------------------------ ------------------------------
SLM FUNDING CORPORATION Date of Purchase: __________________
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ======================================
-------------------------------
(Signature of Authorized Officer)
Name:
------------------------------
Title:
------------------------------
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NOTE: Boxed areas on this form are to be completed by Purchaser.
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