EXHIBIT 99.1
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number
1000 ("Master Terms") dated as of November 25, 2003 among Student Loan Marketing
Association ("▇▇▇▇▇▇ ▇▇▇"), 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 November 1, 2003
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, ▇▇▇▇▇▇ ▇▇▇ is the owner of certain student loans
guaranteed under the Higher Education Act;
WHEREAS, ▇▇▇▇▇▇ Mae may desire to sell its interest in such
loans from time to time and Funding may desire to purchase such loans from
▇▇▇▇▇▇ ▇▇▇; 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 ▇▇▇▇▇▇ Mae 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 ▇▇▇▇▇▇ ▇▇▇, 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 ▇▇▇▇▇▇ ▇▇▇ which shall
(i) set forth the Loans offered by ▇▇▇▇▇▇ Mae 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 ▇▇▇▇▇▇ ▇▇▇ in the Loans
listed on the ▇▇▇▇ of Sale and (iii) certify that the representations and
warranties made by ▇▇▇▇▇▇ ▇▇▇ 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 October 20, 2003 and, with
respect to subsequent sales hereunder, a date agreed to by ▇▇▇▇▇▇ Mae 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
▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇ 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 90 days or more from the
Cutoff Date;
(ix) is supported by the following documentation:
1. loan application, and any supplement
thereto,
2. original promissory note and any addendum
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 ▇▇▇▇▇▇ Mae by Funding and completed by ▇▇▇▇▇▇ ▇▇▇ 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 November 25, 2003, among SLM
Funding LLC, as Seller, SLM Student Loan Trust 2003-12, 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 ▇▇▇▇▇▇ ▇▇▇ of the ▇▇▇▇ of Sale, (ii) the payment
by Funding to ▇▇▇▇▇▇ ▇▇▇ of the Initial Payment and (iii) the assignment to
▇▇▇▇▇▇ Mae of the Excess Distribution Certificate. Upon
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consummation, such sale and purchase shall be effective as of the date of the
▇▇▇▇ of Sale. ▇▇▇▇▇▇ Mae 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 ▇▇▇▇▇▇ Mae the Initial Payment by wire
transfer of immediately available funds to the account specified by ▇▇▇▇▇▇ ▇▇▇.
(C) Interest Subsidy and Special Allowance Payments and
Rebate Fees. ▇▇▇▇▇▇ Mae 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 borrowers of Trust Student Loans all
special programs, whether or not in existence as of the date of any Purchase
Agreement, generally offered to the obligors of comparable loans owned by ▇▇▇▇▇▇
▇▇▇ subject to 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. ▇▇▇▇▇▇ Mae
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, ▇▇▇▇▇▇ ▇▇▇ 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. ▇▇▇▇▇▇
Mae shall deliver to Funding:
(i) a ▇▇▇▇ of Sale that (a) has been duly authorized,
executed and delivered, by an authorized officer of ▇▇▇▇▇▇ Mae,
covering Loans offered by ▇▇▇▇▇▇ ▇▇▇, (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 ▇▇▇▇▇▇ Mae, including the insurance
interest of ▇▇▇▇▇▇ ▇▇▇, in each of the Loans, and (c) states that the
representations and warranties made by ▇▇▇▇▇▇ Mae 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
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(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. ▇▇▇▇▇▇ Mae shall provide a blanket
endorsement transferring the entire interest of ▇▇▇▇▇▇ ▇▇▇ 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,
▇▇▇▇▇▇ Mae also agrees to individually endorse any Eligible Loan as Funding may
request from time to time.
(E) Officer's Certificate. ▇▇▇▇▇▇ ▇▇▇ 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,
▇▇▇▇▇▇ Mae 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 ▇▇▇▇▇▇ ▇▇▇ and dated the date of the ▇▇▇▇ of Sale. ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ Mae to the Interim Eligible Lender Trustee on behalf of
Funding of the Loans listed on the ▇▇▇▇ of Sale.
(G) Power of Attorney. ▇▇▇▇▇▇ Mae 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 ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ Mae or the Servicer to Funding or the Interim Eligible Lender
Trustee or any custodian on their behalf.
Section 5. Representations and Warranties of ▇▇▇▇▇▇ ▇▇▇ and
Interim Eligible Lender Trustee.
(A) General. ▇▇▇▇▇▇ Mae 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) ▇▇▇▇▇▇ Mae 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) ▇▇▇▇▇▇ ▇▇▇ is duly organized and existing under the
laws of the applicable jurisdiction;
(iii) ▇▇▇▇▇▇ Mae has all requisite power and authority to
enter into and to perform the terms of these Master Terms and that
Purchase Agreement; and
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(iv) ▇▇▇▇▇▇ ▇▇▇ 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. ▇▇▇▇▇▇ Mae 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) ▇▇▇▇▇▇ Mae has good and marketable title to, and is
the sole owner of, the Loans, free and clear of all security interests,
liens, charges, claims, offsets, defenses, counterclaims or
encumbrances of any nature and no right of rescission, offsets,
defenses or counterclaims have been asserted or threatened with respect
to the Loans;
(ii) These Master Terms create a valid and continuing
security interest (as defined in the applicable UCC) in the Loans in
favor of the Eligible Lender Trustee, which security interest is prior
to all other security interests, liens, charges, claims, offsets,
defenses, counterclaims or encumbrances, and is enforceable as such as
against creditors of and purchasers from the Interim Eligible Lender
Trustee and the Seller;
(iii) The Loans constitute "Accounts" within the meaning of
the applicable UCC and are within the coverage of Sections 432(m)(1)(E)
and 439(d)(3) of the Higher Education Act;
(iv) The Loans are Eligible Loans and the description of
the Loans set forth in the Purchase Agreement and the Loan Transmittal
Summary Form is true and correct;
(v) ▇▇▇▇▇▇ ▇▇▇ is authorized to sell, assign, transfer
and repurchase the Loans; and the sale, assignment and transfer of such
Loans is or, in the case of a Loan repurchase by ▇▇▇▇▇▇ Mae, will be
made pursuant to and consistent with the laws and regulations under
which ▇▇▇▇▇▇ ▇▇▇ operates, and will not violate any decree, judgment or
order of any court or agency, or conflict with or result in a breach of
any of the terms, conditions or provisions of any agreement or
instrument to which ▇▇▇▇▇▇ Mae is a party or by which ▇▇▇▇▇▇ ▇▇▇ or its
property is bound, or constitute a default (or an event which could
constitute a default with the passage of time or notice or both)
thereunder;
(vi) The Loans are each in full force and effect in
accordance with their terms and are legal, valid and binding
obligations of the respective Borrowers thereunder subject to no
defenses (except the defense of infancy);
(vii) No consents and approvals are required by the terms
of the Loans 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
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and effect and is freely transferable to the Interim Eligible Lender
Trustee on behalf of Funding as an incident to the purchase of each
Loan; and all premiums due and payable to such Guarantor shall have
been paid in full as of the date of the ▇▇▇▇ of Sale;
(ix) Any payments on the Loans received by ▇▇▇▇▇▇ ▇▇▇
which have been allocated to reduction of principal and interest on
such Loans have been allocated on a simple interest basis; the
information with respect to the Loans as of the Cutoff Date as stated
on the Loan Transmittal Summary Form is true and correct;
(x) Due diligence and reasonable care have been exercised
in the making, administering, servicing and collecting the Loans and,
with respect to any Loan for which repayment terms have been
established, all disclosures of information required to be made
pursuant to the Higher Education Act have been made;
(xi) All origination fees authorized to be collected
pursuant to Section 438 of the Higher Education Act have been paid to
the Secretary;
(xii) Each Loan has been duly made and serviced in
accordance with the provisions of all applicable federal and state
laws;
(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 ▇▇▇▇▇▇ Mae nor any predecessor holder of any Loan has
waived any of the foregoing other than as permitted by the Basic
Documents;
(xiv) It is the intention of ▇▇▇▇▇▇ ▇▇▇, the Interim
Eligible Lender Trustee and Funding, and ▇▇▇▇▇▇ Mae hereby warrants
that, the transfer and assignment herein contemplated constitute a
valid sale of the Loans from ▇▇▇▇▇▇ ▇▇▇ to the Interim Eligible Lender
Trustee, for the benefit of and on behalf of Funding, and that the
beneficial interest in and title to such Loans not be part of ▇▇▇▇▇▇
Mae's estate in the event of the bankruptcy of ▇▇▇▇▇▇ ▇▇▇ or the
appointment of a receiver with respect to ▇▇▇▇▇▇ Mae;
(xv) The Eligible Lender Trustee and the Seller have
caused or will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the
security interest in the Loans granted to the Eligible Lender Trustee
hereunder;
(xvi) 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
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effect: "A purchase of or security interest in any collateral described
in this financing statement will violate the rights of the Eligible
Lender Trustee;"
(xvii) Other than the security interest granted to the
Eligible Lender Trustee pursuant to this Agreement, the Seller and the
Interim Eligible Lender Trustee have not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Loans.
The Seller and the Interim Eligible Lender Trustee have not authorized
the filing of and are not aware of any financing statements against the
Seller or the Interim Eligible Lender Trustee that include a
description of collateral covering the Loans other than any financing
statement relating to the security interest granted to the Eligible
Lender Trustee hereunder or that has been terminated. The Seller and
the Interim Eligible Lender Trustee are not aware of any judgment or
tax lien filings against the Seller or the Interim Eligible Lender
Trustee; and
(xviii) No Borrower of any Loan as of the Cutoff Date is
noted in the related Loan File as being currently involved in a
bankruptcy proceeding.
(C) The Interim Eligible Lender Trustee represents and
warrants that as of the date of each Purchase Agreement and each ▇▇▇▇ of Sale:
(i) The Interim Eligible Lender Trustee is duly organized
and validly existing in good standing under the laws of its governing
jurisdiction and has an office located within the State of Delaware. It
has all requisite corporate power and authority to execute, deliver and
perform its obligations under this Purchase Agreement;
(ii) The Interim Eligible Lender Trustee has taken all
corporate action necessary to authorize the execution and delivery by
it of 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.
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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 ▇▇▇▇▇▇ Mae'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 Guarantor's guarantee of such Trust Student Loan, ▇▇▇▇▇▇
Mae 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,
▇▇▇▇▇▇ ▇▇▇ shall purchase such Trust Student Loan not later than the sixtieth
day following the end of such 360-day period. ▇▇▇▇▇▇ Mae shall also remit as
provided in Section 2.6 of the Administration Agreement on the date of purchase
of any Trust Student Loan pursuant to this Section 6 an amount equal to all
non-guaranteed interest amounts and forfeited Interest Subsidy Payments and
Special Allowance Payments with respect to such Trust Student Loan. In
consideration of the purchase of any such Trust Student Loan pursuant to this
Section 6, ▇▇▇▇▇▇ ▇▇▇ shall remit the Purchase Amount in the manner specified in
Section 2.6 of the Administration Agreement.
In addition, if any breach of Section 5(A) and (B) hereof by
▇▇▇▇▇▇ Mae does not trigger such purchase obligation but does result in the
refusal by a Guarantor to guarantee all or a portion of the accrued interest (or
any obligation of Funding to repay such interest to a Guarantor), or the loss
(including any obligation of Funding to repay the Department) of Interest
Subsidy Payments and Special Allowance Payments, with respect to any Trust
Student Loan affected by such breach, then ▇▇▇▇▇▇ ▇▇▇ shall reimburse Funding by
remitting an amount equal to the sum of all such non-guaranteed interest amounts
and such forfeited Interest Subsidy Payments or Special Allowance Payments in
the manner specified in Section 2.6 of the Administration Agreement not later
than (i) the last day of the next Collection Period ending not less than 60 days
from the date of the Guarantor's refusal to guarantee all or a portion of
accrued interest or loss of Interest Subsidy Payments or Special Allowance
Payments, or (ii) in the case where ▇▇▇▇▇▇ Mae reasonably believes such losses
are likely to be collected, not later than the last day of the next Collection
Period ending not less than 360 days from the date of the Guarantor's refusal to
guarantee all or a portion of accrued interest or loss of Interest Subsidy
Payments or Special Allowance Payments. At the time such payment is made, ▇▇▇▇▇▇
▇▇▇ shall not be required to reimburse Funding for interest that is then
capitalized, however, such amounts shall be reimbursed if the borrower
subsequently defaults and such capitalized interest is not paid by the
Guarantor.
Anything in this Section 6 to the contrary notwithstanding, if
as of the last Business Day of any month the aggregate outstanding principal
amount of Trust Student Loans with respect to which claims have been filed with
and rejected by a Guarantor or with respect to which the Servicer determines
that claims cannot be filed pursuant to the Higher Education Act as a result of
a breach by ▇▇▇▇▇▇ ▇▇▇ or the Servicer, exceeds 1% of the Pool Balance, ▇▇▇▇▇▇
Mae (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
-10-
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 ▇▇▇▇▇▇ ▇▇▇ and
the Servicer pursuant to the preceding sentence shall be based on the date of
claim rejection (or the date of notice referred to in the first sentence of this
Section 6) with Trust Student Loans with the earliest such date to be purchased
first.
In lieu of repurchasing Trust Student Loans pursuant to this
Section 6, ▇▇▇▇▇▇ Mae may, at its option, substitute Eligible Loans or arrange
for the substitution of Eligible Loans which are substantially similar on an
aggregate basis as of the date of substitution to the Trust Student Loans for
which they are being substituted with respect to the following characteristics:
1. status (i.e., in-school, grace, deferment,
forbearance or repayment),
2. program type (i.e., Unsubsidized or Subsidized
Consolidation (pre-1993 vs. post-1993)),
3. school type,
4. total return,
5. principal balance, and
6. remaining term to maturity.
In addition, each substituted Eligible Loan will comply, as of
the date of substitution, with all of the representations and warranties made
hereunder. In choosing Eligible Loans to be substituted pursuant to this Section
6, ▇▇▇▇▇▇ ▇▇▇ shall make a reasonable determination that the Eligible Loans to
be substituted will not have a material adverse effect on the Noteholders.
In the event that ▇▇▇▇▇▇ Mae elects to substitute Eligible
Loans pursuant to this Section 6, ▇▇▇▇▇▇ ▇▇▇ will remit to the Administrator the
amount of any shortfall between the Purchase Amount of the substituted Eligible
Loans and the Purchase Amount of the Trust Student Loans for which they are
being substituted. ▇▇▇▇▇▇ Mae shall also remit to the Administrator an amount
equal to all non-guaranteed interest amounts and forfeited Interest Subsidy
Payments and Special Allowance Payments with respect to the Trust Student Loans
in the manner provided in Section 2.6 of the Administration Agreement. The sole
remedy of Funding, the Eligible Lender Trustee and the Noteholders with respect
to a breach by ▇▇▇▇▇▇ ▇▇▇ pursuant to Section 5(A) and (B) hereof shall be to
require ▇▇▇▇▇▇ Mae to purchase Trust Student Loans, to reimburse Funding as
provided above or to substitute Student Loans pursuant to this Section. The
Eligible Lender Trustee shall have no duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the purchase of
any Trust Student Loan or the reimbursement for any interest penalty pursuant to
this Section 6.
Section 7. Obligation to Remit Subsequent Payments and Forward
Communications. (A) Any payment received by ▇▇▇▇▇▇ ▇▇▇ with respect to amounts
accrued after the Date of the ▇▇▇▇ of Sale for any Loan sold to Funding, which
payment is not reflected in
-11-
the Loan Transmittal Summary Form, shall be received by ▇▇▇▇▇▇ ▇▇▇ in trust for
the account of Funding and ▇▇▇▇▇▇ Mae hereby disclaims any title to or interest
in any such amounts. Within two (2) Business Days following the date of receipt,
▇▇▇▇▇▇ ▇▇▇ shall remit to Funding an amount equal to any such payments 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
▇▇▇▇▇▇ Mae with respect to any Loan subject to this Purchase Agreement shall be
transmitted by ▇▇▇▇▇▇ ▇▇▇ to Servicer within two (2) Business Days of receipt.
Such communications shall include, but not be limited to, letters, notices of
death or disability, notices of bankruptcy, forms requesting deferment of
repayment or loan cancellation, and like documents.
Section 8. Continuing Obligation of ▇▇▇▇▇▇ Mae. ▇▇▇▇▇▇ ▇▇▇
shall provide all reasonable assistance necessary for Funding to resolve account
problems raised by any Borrower, the Guarantor or the Secretary provided such
account problems are attributable to or are alleged to be attributable to (a) an
event occurring during the period ▇▇▇▇▇▇ Mae owned the Loan, or (b) a payment
made or alleged to have been made to ▇▇▇▇▇▇ ▇▇▇. Further, ▇▇▇▇▇▇ Mae agrees to
execute any financing statements at the request of Funding in order to reflect
Funding's interest in the Loans.
Section 9. Liability of ▇▇▇▇▇▇ ▇▇▇; Indemnities. ▇▇▇▇▇▇ Mae
shall be liable in accordance herewith only to the extent of the obligations
specifically undertaken by ▇▇▇▇▇▇ ▇▇▇ under these Master Terms.
(i) ▇▇▇▇▇▇ Mae shall indemnify, defend and hold harmless
Funding and the Interim Eligible Lender Trustee in its individual
capacity and their officers, directors, employees and agents from and
against any taxes that may at any time be asserted against any such
Person with respect to the transactions contemplated herein and in the
other Basic Documents (except any such income taxes arising out of fees
paid to the Interim Eligible Lender Trustee), including any sales,
gross receipts, general corporation, tangible 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) ▇▇▇▇▇▇ ▇▇▇ shall indemnify, defend and hold harmless
Funding and the Interim Eligible Lender Trustee in its individual
capacity, and the officers, directors, employees and agents of Funding,
and the Interim Eligible Lender Trustee from and against any and all
costs, expenses, losses, claims, damages and liabilities arising out
of, or imposed upon such Person through, ▇▇▇▇▇▇ Mae's willful
misfeasance, bad faith or gross negligence in the performance of its
duties under these Master Terms, or by reason of reckless disregard of
its obligations and duties under these Master Terms.
(iii) ▇▇▇▇▇▇ ▇▇▇ shall be liable as primary obligor for,
and shall indemnify, defend and hold harmless the Interim Eligible
Lender Trustee in its individual capacity
-12-
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 from the breach by the Interim
Eligible Lender Trustee of any of its representations or warranties
made in its individual capacity set forth in these Master Terms or any
Purchase Agreement. In the event of any claim, action or proceeding for
which indemnity will be sought pursuant to this paragraph, the Interim
Eligible Lender Trustee's choice of legal counsel shall be subject to
the approval of ▇▇▇▇▇▇ Mae, which approval shall not be unreasonably
withheld.
Indemnification under this Section 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 ▇▇▇▇▇▇ ▇▇▇ shall have made
any indemnity payments pursuant to this Section and the Person to or on behalf
of whom such payments are made thereafter shall collect any of such amounts from
others, such Person shall promptly repay such amounts to ▇▇▇▇▇▇ Mae, without
interest.
Section 10. Merger or Consolidation of, or Assumption of the
Obligations of ▇▇▇▇▇▇ ▇▇▇. Any Person (a) into which ▇▇▇▇▇▇ Mae may be merged or
consolidated, (b) which may result from any merger or consolidation to which
▇▇▇▇▇▇ ▇▇▇ shall be a party or (c) which may succeed to the properties and
assets of ▇▇▇▇▇▇ Mae substantially as a whole, shall be the successor to ▇▇▇▇▇▇
▇▇▇ without the execution or filing of any document or any further act by any of
the parties to these Master Terms; provided, however, that ▇▇▇▇▇▇ Mae hereby
covenants that it will not consummate any of the foregoing transactions except
upon satisfaction of the following: (i) the surviving Person, if other than
▇▇▇▇▇▇ ▇▇▇, executes an agreement of assumption to perform every obligation of
▇▇▇▇▇▇ Mae under the Purchase Agreement, (ii) immediately after giving effect to
such transaction, no representation or warranty made pursuant to Section 5 shall
have been breached, (iii) the surviving Person, if other than ▇▇▇▇▇▇ ▇▇▇, shall
have delivered to the Interim Eligible Lender Trustee an Officers' Certificate
and an Opinion of Counsel each stating that such consolidation, merger or
succession and such agreement of assumption comply with this Section and that
all conditions precedent, if any, provided for in 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 ▇▇▇▇▇▇ Mae is
not the surviving entity, ▇▇▇▇▇▇ ▇▇▇ shall have delivered to the Interim
Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the
opinion of such counsel, all financing statements and continuation statements
and amendments thereto have been executed and filed that are necessary fully to
preserve and protect the interest of Funding and the Interim Eligible Lender
Trustee in the Loans and reciting the details of such filings, or (B) stating
that, in the opinion of such counsel, no such action shall be necessary to
preserve and protect such interests.
-13-
Section 11. Limitation on Liability of ▇▇▇▇▇▇ Mae and Others.
▇▇▇▇▇▇ ▇▇▇ and any director or officer or employee or agent thereof may rely in
good faith on the advice of counsel or on any document of any kind, prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder (provided that such reliance shall not limit in any way ▇▇▇▇▇▇ Mae's
obligations under Section 6). ▇▇▇▇▇▇ ▇▇▇ shall not be under any obligation to
appear in, prosecute or defend any legal action that shall not be incidental to
its obligations under these Master Terms or any Purchase Agreement, and that in
its opinion may involve it in any expense or liability. Except as provided
herein, the repurchase (or substitution) and reimbursement obligations of ▇▇▇▇▇▇
Mae will constitute the sole remedy available to Funding for uncured breaches;
provided, however, that the information with respect to the Loans listed on the
▇▇▇▇ of Sale may be adjusted in the ordinary course of business subsequent to
the date of the ▇▇▇▇ of Sale and to the extent that the aggregate Principal
Balance of the Loans listed on the ▇▇▇▇ of Sale is less than the aggregate
Principal Balance stated on the ▇▇▇▇ of Sale, ▇▇▇▇▇▇ ▇▇▇ shall remit such amount
to the Interim Eligible Lender Trustee, 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 ▇▇▇▇▇▇ ▇▇▇ shall bind and inure to
the benefit of any successors or assigns of Funding and shall survive with
respect to each Loan. Each Purchase Agreement supersedes all previous agreements
and understandings between Funding and ▇▇▇▇▇▇ Mae with respect to the subject
matter thereof. These Master Terms and any Purchase Agreement may be changed,
modified or discharged, and any rights or obligations hereunder may be waived,
only by a written instrument signed by a duly authorized officer of the party
against whom enforcement of any such waiver, change, modification or discharge
is sought. The waiver by Funding of any covenant, agreement, representation or
warranty required to be made or furnished by ▇▇▇▇▇▇ ▇▇▇ or the waiver by Funding
of any provision herein contained or contained in any Purchase Agreement shall
not be deemed to be a waiver of any breach of any other covenant, agreement,
representation, warranty or provision
-14-
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
Purchase Agreement, be construed to lessen the right of Funding to insist upon
the performance by ▇▇▇▇▇▇ Mae in strict accordance with said terms.
Section 15. Communication and Notice Requirements. All
communications, notices and approvals provided for hereunder shall be in writing
and mailed or delivered to ▇▇▇▇▇▇ ▇▇▇ or Funding, as the case may be, addressed
as set forth in the Purchase Agreement or at such other address as either party
may hereafter designate by notice to the other party. Notice given in any such
communication, mailed to ▇▇▇▇▇▇ Mae or Funding by appropriately addressed
registered mail, shall be deemed to have been given on the day following the
date of such mailing.
Section 16. Form of Instruments. All instruments and documents
delivered in connection with these Master Terms and any Purchase Agreement, and
all proceedings to be taken in connection with these Master Terms and any
Purchase Agreement and the transactions contemplated herein and therein, shall
be in a form as set forth in the attachments hereto, and Funding shall have
received copies of such documents as it or its counsel shall reasonably request
in connection therewith. Any instrument or document which is substantially in
the same form as an Attachment hereto or a recital herein will be deemed to be
satisfactory as to form.
Section 17. Amendment. These Master Terms and any Purchase
Agreement may be amended by the parties thereto without the consent of the
related Noteholders for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of such Master Terms and
Purchase Agreements or of modifying in any manner the rights of such
Noteholders; provided that such action will not, in the opinion of counsel
satisfactory to the related Indenture Trustee, materially and adversely affect
the interest of any such Noteholder.
In addition, these Master Terms and any Purchase Agreement may
also be amended from time to time by ▇▇▇▇▇▇ ▇▇▇, the Interim Eligible Lender
Trustee and Funding, with the consent of the Noteholders of Notes evidencing a
majority of the Outstanding Amount of the Notes, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
these Master Terms or any Purchase Agreements or of modifying in any manner the
rights of the Noteholders; provided, however, that no such amendment shall (a)
increase or reduce in any manner the amount of, or accelerate or delay the time
of, collections of payments with respect to Loans or 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.
-15-
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 ▇▇▇▇▇▇ Mae and the Interim Eligible Lender
Trustee shall not acquiesce, petition or otherwise invoke or cause Funding to
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against Funding under any Federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignees, trustee, custodian, sequestrator or other similar official of Funding
or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Funding.
Section 19. Governing Law. These Master Terms and any Purchase
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties, hereunder shall be determined
in accordance with such laws.
-16-
IN WITNESS WHEREOF, the parties hereto have caused these
Master 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/ J. ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Agent 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
ATTACHMENT A
PURCHASE AGREEMENT
Dated as of November 25, 2003
PURCHASE AGREEMENT NUMBER 1
▇▇▇▇▇▇ ▇▇▇ hereby offers for sale to Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of SLM
Funding LLC ("Funding") under the Interim Trust Agreement dated as of November
1, 2003 between Funding and the Interim Eligible Lender Trustee, the entire
right, title and interest of ▇▇▇▇▇▇ ▇▇▇ in the Loans described in the ▇▇▇▇ of
Sale and Loan Transmittal Summary Form incorporated herein and, to the extent
indicated below, the Interim Eligible Lender Trustee for the benefit of Funding
accepts ▇▇▇▇▇▇ Mae's offer. In order to qualify as Eligible Loans, no payment of
principal or interest shall be more than two hundred and ten (210) days
Delinquent as of the Cutoff Date which date shall be October 20, 2003.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase ▇▇▇▇▇, ▇▇▇▇▇▇ Mae hereby
sells to the Interim Eligible Lender Trustee for the benefit of Funding the
entire right, title and interest of ▇▇▇▇▇▇ ▇▇▇ in the Loans accepted for
purchase, subject to all the terms and conditions of the Purchase Agreement
Master Securitization Terms Number 1000 (the "Master Terms") and any amendments
thereto, incorporated herein by reference, among ▇▇▇▇▇▇ Mae, Funding, and the
Interim Eligible Lender Trustee. The Initial Payment of the Loans shall equal
$2,495,190,396 equal to $1,857,695,949 (representing the sale price of the
Floating Rate Notes less underwriters' discounts and fees), plus $665,052,310
(representing the sale price of the Reset Rate Notes less initial purchasers'
commissions and fees), less $6,265,863 (representing the Reserve Account Initial
Deposit), less $21,250,000 (representing the Capitalized Interest Account
Initial Deposit), less $37,000 (representing the Interest Rate Cap Agreement
Upfront Payment), and less $5,000 (representing the Remarketing Agents' Upfront
Fee.
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. ▇▇▇▇▇▇ ▇▇▇ 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.
▇▇▇▇▇▇ Mae 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.
A-1
The parties hereto intend that the transfer of Loans described
in the ▇▇▇▇ of Sale and Loan Transmittal Summary Form be, and be construed as, a
valid sale of such Loans from ▇▇▇▇▇▇ Mae 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 ▇▇▇▇▇▇ ▇▇▇ 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.
A-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:
A-3
PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED NOVEMBER 25, 2003
Student Loan Marketing Association ("▇▇▇▇▇▇ ▇▇▇"), by
execution of this instrument, hereby endorses the attached promissory note which
is one (1) of the promissory notes (the "Notes") described in the ▇▇▇▇ of Sale
executed by ▇▇▇▇▇▇ ▇▇▇ in favor of Chase Manhattan Bank USA, National
Association, as the Interim Eligible Lender Trustee for the benefit of SLM
Funding 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 ▇▇▇▇▇▇ ▇▇▇, Funding and the Interim Eligible
Lender trustee which covers the promissory note.
This endorsement may be effected by attaching either this
instrument or a facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, ▇▇▇▇▇▇ Mae agrees to
individually endorse each Note in the form provided by Funding as Funding may
from time to time require or if such individual endorsement is required by the
Guarantor of the Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE
AGREEMENT. BY EXECUTION HEREOF, ▇▇▇▇▇▇ ▇▇▇ ACKNOWLEDGES THAT ▇▇▇▇▇▇ MAE HAS
READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS
OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON
FUNDING'S PAYMENT TO ▇▇▇▇▇▇ ▇▇▇ OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER
TERMS) AND, UNLESS OTHERWISE AGREED BY ▇▇▇▇▇▇ MAE AND FUNDING, SHALL BE
EFFECTIVE AS OF THE DATE OF THE ▇▇▇▇ OF SALE.
A-4
IN WITNESS WHEREOF, the parties hereto have caused this
Blanket Endorsement to be duly executed by their respective officers hereunto
duly authorized, as of the day and year first above written.
SELLER PURCHASER
Student Loan Marketing Association Chase Manhattan Bank USA, National
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Association, not in its individual
20193 capacity but solely as Eligible Lender
Trustee on behalf of SLM Student Loan
Lender Code: __________________________ Trust 2003-12
By: ___________________________________ By: __________________________________
(Signature of Authorized Officer) (Signature of Authorized Signatory
for Purchaser)
Name: _________________________________ Name: ________________________________
Title: ________________________________ Title: _______________________________
Date of Purchase: ____________________
A-5
ATTACHMENT B
▇▇▇▇ OF SALE DATED NOVEMBER 25, 2003
The undersigned ("▇▇▇▇▇▇ ▇▇▇"), 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 November 1,
2003 between Funding and the Interim Eligible Lender Trustee, does hereby sell,
assign and convey to the Interim Eligible Lender Trustee for the benefit of
Funding and its assignees all right, title and interest of ▇▇▇▇▇▇ ▇▇▇, including
the insurance interest of ▇▇▇▇▇▇ Mae under the Federal Family Education Loan
Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the
Interim Eligible Lender Trustee for the benefit of Funding has accepted for
purchase. The portfolio accepted for purchase by the Interim Eligible Lender
Trustee for the benefit of Funding and the effective date of sale and purchase
are described below and the individual accounts are listed on the Schedule A
attached hereto.
▇▇▇▇▇▇ ▇▇▇ hereby makes the representations and warranties set
forth in Section 5 of the Purchase Agreement Master Securitization Terms Number
1000 incorporated by reference in the Purchase Agreement. ▇▇▇▇▇▇ Mae authorizes
the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this
document (in lieu of OE Form 1074) as official notification to the Guarantor(s)
of assignment to the Interim Eligible Lender Trustee for the benefit of Funding
of the Loans on the date of purchase.
LISTING OF LOANS ON FOLLOWING PAGE
B-1
CERTAIN OTHER LOAN CRITERIA
- Not in claims status, not previously rejected
- Not in litigation
- Last disbursement was 90 days or more from cutoff date
- Loan is not swap-pending
* Based upon ▇▇▇▇▇▇ Mae's estimated calculations, which may be adjusted
upward or downward based upon Funding's reconciliation.
** Includes interest to be capitalized.
B-2
GUARANTOR(S):
American Student Assistance
California Student Aid Commission
Colorado Student Loan Program
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kentucky Higher Education Assistance Authority
Louisiana Office of Student Financial Assistance
Michigan Guaranty Agency
Montana Guaranteed Student Loan Program
New Jersey Higher Education Student Assistance Authority
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma Guaranteed Student Loan Program
Oregon Student Assistance Commission
Pennsylvania Higher Education Assistance Agency
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
B-3
IN WITNESS WHEREOF, the parties hereto have caused this ▇▇▇▇
of Sale to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
SELLER PURCHASER
Student Loan Marketing Association Chase Manhattan Bank USA, National
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Association, not in its individual
20193 capacity but solely as Eligible Lender
Trustee on behalf of SLM Student Loan
Lender Code: __________________________ Trust 2003-12
By: ___________________________________ By: __________________________________
(Signature of Authorized Officer) (Signature of Authorized Signatory
for Purchaser)
Name: _________________________________ Name: ________________________________
Title: ________________________________ Title: _______________________________
Date of Purchase: ____________________
B-4