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EXHIBIT 99.1
PURCHASE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Purchase Agreement Master Securitization Terms Number 1000
("Master Terms") dated as of October 3, 1996 among SLM Funding Corporation
("Funding"), Chase Manhattan Bank USA, National Association, not in its
individual capacity but solely as Interim Eligible Lender Trustee (the "Interim
Eligible Lender Trustee") for the benefit of Funding under the Interim Trust
Agreement dated as of October 1, 1996 between Funding and the Interim Eligible
Lender Trustee, and Student Loan Marketing Association ("▇▇▇▇▇▇ ▇▇▇"), shall be
effective upon execution by the parties hereto. References to Funding herein
mean the Interim Eligible Lender Trustee for all purposes involving the holding
or transferring of legal title to the Eligible Loans.
WHEREAS, ▇▇▇▇▇▇ Mae is the owner of certain student loans guaranteed
under the Higher Education Act;
WHEREAS, ▇▇▇▇▇▇ ▇▇▇ may desire to sell its interest in such loans from
time to time and Funding may desire to purchase such loans from ▇▇▇▇▇▇ Mae;
WHEREAS, the Interim Eligible Lender Trustee is willing to hold legal
title to, and serve as eligible lender trustee with respect to, such loans on
behalf of Funding;
NOW, THEREFORE, in connection with the mutual promises contained
herein, the parties hereto agree as follows:
SECTION 1. TERMS
These Master Terms establish the terms under which ▇▇▇▇▇▇ ▇▇▇ may sell
and Funding (and with respect to legal title, the Interim Eligible Lender
Trustee on behalf of Funding) may purchase the Loans (and all obligations of
the Borrowers thereunder) specified on each Purchase Agreement as the parties
may execute from time to time pursuant to these Master Terms. Each such
Purchase Agreement shall be substantially in the form of Attachment A hereto,
incorporating by reference the terms of these Master Terms, and shall be a
separate agreement among ▇▇▇▇▇▇ Mae, Funding, and the Interim Eligible Lender
Trustee on behalf of Funding with respect to the Loans covered by the terms of
such Purchase Agreement. If the terms of a Purchase Agreement conflict with
the terms of these Master Terms, the terms of such Purchase Agreement shall
supersede and govern.
SECTION 2. DEFINITIONS
Capitalized terms used but not otherwise defined herein shall have the
definitions set forth in Appendix A hereto.
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For purposes hereof:
(A) "Account" means all of the Eligible Loans hereunder of one (1)
Borrower that are of the same Loan type made under the identical
subsection of the Higher Education Act and in the same status.
(B) "▇▇▇▇ of Sale" means that document executed by an authorized
officer of ▇▇▇▇▇▇ Mae which shall set forth the Loans offered by
▇▇▇▇▇▇ ▇▇▇ and accepted for purchase by the Interim Eligible Lender
Trustee for the benefit of Funding and which shall sell, assign and
convey to the Interim Eligible Lender Trustee for the benefit of
Funding and its assignees all rights, title and interest of ▇▇▇▇▇▇ Mae
in the Loans listed on the ▇▇▇▇ of Sale and will certify that the
representations and warranties made by ▇▇▇▇▇▇ Mae pursuant to Section
5(A) of these Master Terms are true and correct.
(C) "Borrower" means the obligor on a Loan.
(D) "Consolidation Loan" means a Loan made pursuant to and in full
compliance with Section 428C of the Higher Education Act.
(E) "Cutoff Date" means with respect to the first sale hereunder,
September 2, 1996, and, with respect to subsequent sales hereunder, a
date agreed to by ▇▇▇▇▇▇ ▇▇▇ and Funding to use in determining the
Principal Balance and accrued interest to be capitalized for purposes
of completing the Loan Transmittal Summary Form.
(F) "Deferred Payment" means an amount equal to 66 _ of the amount
distributed to Funding pursuant to Section 2.8 C(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).
(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 ▇▇▇▇▇▇ Mae under
the Purchase Agreement which as of the Cutoff Date is current or no
more Delinquent than permitted under the Purchase Agreement in payment
of principal or interest and which meets the following criteria as of
the effective date of the ▇▇▇▇ of Sale:
(i) is a ▇▇▇▇▇▇▇▇ Loan, a Consolidation Loan, a PLUS Loan or
SLS Loan;
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(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 supported by the following documentation:
(a) for each Loan:
1. loan application, and any supplement
thereto,
2. original promissory note and any addendum
thereto or a certified copy thereof if more
than one loan is represented by a single
promissory note and all loans so represented
are not being sold at the same time,
3. evidence of guarantee,
4. any other document and/or record which
Funding may be required to retain pursuant
to Regulations; and
(b) for each Loan only if applicable:
1. payment history (or similar document)
including (i) an indication of the Principal
Balance and the date through which interest
has been paid, each as of the Cutoff Date and
(ii) an accounting of the allocation of all
payments by Borrower or on Borrower's
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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 Purchase Agreement.
(J) "Loan" means the Note or Notes offered for sale pursuant to the
Purchase Agreement and related documentation together with any
guaranties and other rights relating thereto including, without
limitation, Interest Subsidy Payments and Special Allowance Payments.
(K) "Loan Transmittal Summary Forms" means the forms provided to
▇▇▇▇▇▇ Mae by Funding and completed by ▇▇▇▇▇▇ ▇▇▇ which list, by
Borrower, the Loans subject to the ▇▇▇▇ of Sale and the outstanding
Principal Balance and accrued interest thereof as of the Cutoff Date.
(L) "Note" means the promissory note of the Borrower and any
amendment thereto evidencing the Borrower's obligation with regard to
a student loan guaranteed under the Higher Education Act.
(M) "PLUS Loan" means a Loan which was made pursuant to the PLUS
Program established under Section 428B of the Higher Education Act (or
predecessor provisions).
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(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 sum of the Initial Payment and
Deferred Payment.
(Q) "Sale Agreement" means the Sale Agreement Master Securitization
Terms Number 1000 among SLM Funding Corporation as seller, Chase
Manhattan Bank USA, National Association as Interim Eligible Lender
Trustee and Eligible Lender Trustee.
(R) "Secretary" means the United States Secretary of Education or any
successor.
(S) "SLS Loan" means a Loan which was made pursuant to the
Supplemental Loans for Students Program established under Section 428A
of the Higher Education Act (or predecessor provisions), including
Loans referred to as ALAS Loans or Student PLUS Loans.
(T) "▇▇▇▇▇▇▇▇ Loans" mean Subsidized ▇▇▇▇▇▇▇▇ Loans and Unsubsidized
▇▇▇▇▇▇▇▇ Loans.
(U) "Subsidized ▇▇▇▇▇▇▇▇ Loan" means a Loan for which the interest
rate is governed by Section 427A(a) or 427A(d) of the Higher Education
Act.
(V) "Unsubsidized ▇▇▇▇▇▇▇▇ Loan" means a Loan made pursuant to
Section 428H of the Higher Education Act.
SECTION 3. SALE/PURCHASE
(A) Consummation of Sale and Purchase
The sale and purchase of Eligible Loans pursuant to a Purchase
Agreement shall be consummated upon Funding's receipt from ▇▇▇▇▇▇ Mae
of the ▇▇▇▇ of Sale and the payment by Funding to ▇▇▇▇▇▇ Mae of the
Initial Payment, and when consummated 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 such Purchase Agreement.
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(B) Settlement of the Initial Payment
Funding on the date of the ▇▇▇▇ of Sale shall pay ▇▇▇▇▇▇ Mae
the Initial Payment by wire transfer of immediately available funds to
the account specified by ▇▇▇▇▇▇ ▇▇▇.
(C) Interest Subsidy and Special Allowance Payments
On the date of the ▇▇▇▇ of Sale, ▇▇▇▇▇▇ ▇▇▇ 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 Interim Eligible Lender Trustee on
behalf of Funding 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 Terms and each Purchase Agreement, Funding agrees to cause the
Servicer to offer borrowers of Trust Student Loans all special
programs, whether or not in existence as of the date of any Purchase
Agreement, generally offered to the obligors of comparable loans owned
by ▇▇▇▇▇▇ ▇▇▇ subject to terms and conditions of Section 3.12 of the
Servicing Agreement.
(E) Deferred Payment
Funding shall pay the Deferred Payment to ▇▇▇▇▇▇ Mae when and
as the same is received by Funding. If the Trust Student Loans are
purchased by Funding pursuant to Section 6.1 of the Administration
Agreement, Funding shall pay to ▇▇▇▇▇▇ ▇▇▇ as part of the Deferred
Payment 66 2/3% of the present value of the excess of the projected
future yield on the Trust Student Loans after the date of such
purchase over the projected cost to Funding of carrying the Trust
Student Loans as reasonably estimated by Funding assuming (1) that
interest rates applicable to the Trust Student Loans in effect on the
date of such purchase remain in effect, (2) that the cost to Funding
of carrying the Trust Student Loans is equal to the blended rate on
the Notes and Certificates on the date of such purchase, (3) that the
servicing costs and loss experience applicable to the Trust Student
Loans during the one year period preceding such purchase continue
during the remaining life of the Trust Student Loans and (4) a
discount rate equal to the blended rate on the Notes and Certificates
on the date of such purchase. If the Trust Student Loans are sold
pursuant to the auction provision in Section 4.4 of the Indenture,
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Funding shall pay to ▇▇▇▇▇▇ Mae as part of the Deferred Payment 66
2/3% of the amount, if any, by which the sale price exceeds the
Minimum Purchase Amount and any costs of terminating the Trust.
Funding shall also be obligated to pay ▇▇▇▇▇▇ ▇▇▇ as part of the
Deferred Payment, in the event that the provisions of Section 2.8C(F)
of the Administration Agreement are operative, upon payment in full of
the Notes and Certificates to the extent of amounts then distributable
by the Trust to Funding, 66 2/3% of the aggregate amount that would
have been distributed to Funding 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) but for the operation of Section
2.8C(F) of the Administration 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 executed by an authorized officer of
▇▇▇▇▇▇ Mae, covering Loans offered by ▇▇▇▇▇▇ ▇▇▇ and accepted
by Funding as set forth thereon, selling, assigning and
conveying to the Interim Eligible Lender Trustee on behalf of
Funding and its assignees all right, title and interest of
▇▇▇▇▇▇ Mae, including the insurance interest of ▇▇▇▇▇▇ ▇▇▇, in
each of the Loans, and stating that the representations and
warranties made by ▇▇▇▇▇▇ Mae in Section 5 of these Master
Terms are true and correct on and as of the date of the ▇▇▇▇
of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the ▇▇▇▇
of Sale, identifying each of the Eligible Loans which is the
subject of the ▇▇▇▇ of Sale and
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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, in substantially the form of Attachment C.
(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 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.
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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 the Purchase Agreement;
and
(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 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 Purchase Agreement is true and correct;
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(iii) ▇▇▇▇▇▇ ▇▇▇ 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;
(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 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;
(vi) 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;
(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 ▇▇▇▇▇▇ Mae 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 ▇▇▇▇▇▇ ▇▇▇, the Interim Eligible
Lender Trustee and Funding, and ▇▇▇▇▇▇ Mae hereby warrants
that, the transfer and assignment herein contemplated
constitute a valid sale of the Loans from ▇▇▇▇▇▇ ▇▇▇ to the
Interim Eligible Lender Trustee on behalf of Funding and that
the beneficial interest in and title to such Loans not be part
of ▇▇▇▇▇▇ Mae's estate in the event of the bankruptcy of
▇▇▇▇▇▇ ▇▇▇ or the appointment of a receiver with respect to
▇▇▇▇▇▇ Mae;
(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 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 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. It has all requisite corporate power and authority
to execute, deliver and perform its obligations under this Purchase
Agreement;
(ii) The Interim Eligible Lender Trustee has taken all
corporate action necessary to authorize the execution and delivery by
it of the Purchase Agreement, and the Purchase Agreement will be
executed and delivered by one of its officers who is duly authorized
to execute and deliver the Purchase Agreement on its behalf;
(iii) Neither the execution nor the delivery by it of the
Purchase Agreement, nor the consummation by it of the transactions
contemplated hereby nor compliance by it with
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any of the terms or provisions hereof will contravene any Federal or
Delaware state law, governmental rule or regulation governing the
banking or trust powers of the Interim Eligible Lender Trustee or any
judgment or order binding on it, or constitute any default under its
charter documents or by-laws or any indenture, mortgage, contract,
agreement or instrument to which it is a party or by which any of its
properties may be bound; and
(iv) The Interim Eligible Lender Trustee is an "eligible
lender" as such term is defined in Section 435(d) of the Higher
Education Act, for purposes of holding legal title to the Trust
Student Loans as contemplated by the Purchase Agreement and the other
Basic Documents, it has a lender identification number with respect to
the Trust Student Loans from the Department and has in effect a
Guarantee Agreement with each of the Guarantors with respect to the
Trust Student Loans.
SECTION 6. PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
Each party to this Agreement shall give notice to the other parties
promptly, in writing, upon the discovery of any breach of ▇▇▇▇▇▇ Mae's
representations and warranties made pursuant to Section 5 hereof which has a
materially adverse effect on the interest of Funding in any Trust Student Loan.
In the event of such a material breach which is not curable by reinstatement of
the Guarantor's guarantee of such Trust Student Loan, ▇▇▇▇▇▇ Mae shall
repurchase any affected Trust 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
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, ▇▇▇▇▇▇ ▇▇▇ shall remit the Purchase Amount in the manner specified
in Section 2.6 of the Administration Agreement.
In addition, if any breach of Section 5 hereof by ▇▇▇▇▇▇ Mae does not
trigger such purchase obligation but does result in
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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 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 ▇▇▇▇▇▇ ▇▇▇ 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, ▇▇▇▇▇▇ Mae 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 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:
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(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, ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ 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 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 Funding, the Eligible Lender Trustee, the Certificateholders and
the Noteholders with respect to a breach by ▇▇▇▇▇▇ ▇▇▇ pursuant to Section 5
hereof shall be to require ▇▇▇▇▇▇ Mae to purchase Trust Student Loans, to
reimburse Funding as provided above or to substitute Student Loans pursuant to
this Section. The Eligible Lender Trustee shall have no duty to conduct any
affirmative investigation as to the occurrence of any condition requiring the
purchase of any Trust Student Loan or the reimbursement for any interest
penalty pursuant to this Section 6.
SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS
(A) Any payment received by ▇▇▇▇▇▇ ▇▇▇ with respect to amounts
accrued after the Date of the ▇▇▇▇ of Sale for any Loan sold to
Funding, which payment is not reflected in the Loan Transmittal
Summary Form, shall be received by ▇▇▇▇▇▇ ▇▇▇ in trust for the account
of Funding and ▇▇▇▇▇▇ Mae hereby disclaims any title to or interest in
any such
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amounts. Within two (2) business days following the date of receipt,
▇▇▇▇▇▇ ▇▇▇ shall remit to Funding an amount equal to any such payments
on a list provided by Funding identifying the Loans with respect to
which such payments were made, the amount of each such payment and the
date each such payment was received.
(B) Any written communication received at any time by ▇▇▇▇▇▇ Mae with
respect to any Loan subject to this Purchase Agreement shall be
transmitted by ▇▇▇▇▇▇ ▇▇▇ to Servicer within two (2) business days of
receipt. Such communications shall include, but not be limited to,
letters, notices of death or disability, notices of bankruptcy, forms
requesting deferment of repayment or loan cancellation, and like
documents.
SECTION 8. CONTINUING OBLIGATION OF ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ Mae shall provide all reasonable assistance necessary for
Funding to resolve account problems raised by any Borrower, the Guarantor or
the Secretary provided such account problems are attributable to or are alleged
to be attributable to (a) an event occurring during the period ▇▇▇▇▇▇ ▇▇▇ owned
the Loan, or (b) a payment made or alleged to have been made to ▇▇▇▇▇▇ Mae.
Further, ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇ MAE; INDEMNITIES
▇▇▇▇▇▇ ▇▇▇ shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by ▇▇▇▇▇▇ Mae under this Purchase
Agreement.
(i) ▇▇▇▇▇▇ ▇▇▇ 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 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.
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(ii) ▇▇▇▇▇▇ ▇▇▇ shall indemnify, defend and hold harmless Funding and
the Interim Eligible Lender Trustee in its individual capacity, and
the officers, directors, employees and agents of Funding, and the
Interim Eligible Lender Trustee from and against any and all costs,
expenses, losses, claims, damages and liabilities arising out of, or
imposed upon such Person through, ▇▇▇▇▇▇ Mae's willful misfeasance,
bad faith or gross negligence in the performance of its duties under
the Purchase Agreement, or by reason of reckless disregard of its
obligations and duties under the Purchase Agreement.
(iii) ▇▇▇▇▇▇ ▇▇▇ shall be liable as primary obligor for, and shall
indemnify, defend and hold harmless the Interim Eligible Lender
Trustee in its individual capacity and its officers, directors,
employees and agents from and against, all costs, expenses, losses,
claims, damages, obligations and liabilities arising out of, incurred
in connection with or relating to the Purchase Agreement, the other
Basic Documents, the acceptance or performance of the trusts and
duties set forth herein and in the Sale Agreement or the action or the
inaction of the Interim Eligible Lender Trustee hereunder, except to
the extent that such cost, expense, loss, claim, damage, obligation or
liability: (a) shall be due to the willful misfeasance, bad faith or
negligence (except for errors in judgment) of the Interim Eligible
Lender Trustee, (b) shall arise from any breach by the Interim
Eligible Lender Trustee of its covenants made under any of the Basic
Documents; or (c) shall arise from the breach by the Interim Eligible
Lender Trustee of any of its representations or warranties made in its
individual capacity set forth in these Master Terms or any Purchase
Agreement. In the event of any claim, action or proceeding for which
indemnity will be sought pursuant to this paragraph, the Interim
Eligible Lender Trustee's choice of legal counsel shall be subject to
the approval of ▇▇▇▇▇▇ Mae, which approval shall not be unreasonably
withheld.
Indemnification under this Section shall survive the resignation or
removal of the Interim Eligible Lender Trustee and the termination of these
Master Terms, and shall include reasonable fees and expenses of counsel and
expenses of litigation. If ▇▇▇▇▇▇ ▇▇▇ shall have made any indemnity payments
pursuant to this Section and the Person to or on behalf of whom such payments
are made thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to ▇▇▇▇▇▇ Mae, without interest.
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SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF
▇▇▇▇▇▇ ▇▇▇
Any Person (a) into which ▇▇▇▇▇▇ Mae may be merged or ▇▇▇▇▇▇▇ dated,
(b) which may result from any merger or consolidation to which ▇▇▇▇▇▇ Mae shall
be a party or (c) which may succeed to the properties and assets of ▇▇▇▇▇▇ ▇▇▇
substantially as a whole, shall be the successor to ▇▇▇▇▇▇ Mae without the
execution or filing of any document or any further act by any of the parties to
this Purchase Agreement; provided, however, that ▇▇▇▇▇▇ ▇▇▇ 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 ▇▇▇▇▇▇
Mae, executes an agreement of assumption to perform every obligation of ▇▇▇▇▇▇
▇▇▇ 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 ▇▇▇▇▇▇ Mae, shall
have delivered to the Interim Eligible Lender Trustee an Officers' Certificate
and an Opinion of Counsel each stating that such consolidation, merger or
succession and such agreement of assumption comply with this Section and that
all conditions precedent, if any, provided for in this Purchase Agreement
relating to such transaction have been complied with, and that the Rating
Agency Condition shall have been satisfied with respect to such transaction
(iv) if ▇▇▇▇▇▇ ▇▇▇ is not the surviving entity, ▇▇▇▇▇▇ Mae shall have delivered
to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating
that, in the opinion of such counsel, all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of Funding and the Interim
Eligible Lender Trustee in the Loans and reciting the details of such filings,
or (B) stating that, in the opinion of such counsel, no such action shall be
necessary to preserve and protect such interests.
SECTION 11. LIMITATION ON LIABILITY OF ▇▇▇▇ IE ▇▇▇ AND OTHERS
▇▇▇▇▇▇ Mae 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.) ▇▇▇▇▇▇ Mae 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 ▇▇▇▇▇▇ ▇▇▇ will constitute the sole remedy available to Funding
for uncured breaches; provided,
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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, ▇▇▇▇▇▇ Mae shall remit such amount to the
Interim Eligible Lender Trustee 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 TRUSTEE
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
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by Funding of any covenant, agreement, representation or warranty required to
be made or furnished by ▇▇▇▇▇▇ ▇▇▇ or the waiver by Funding of any provision
herein contained or contained in any Purchase Agreement shall not be deemed to
be a waiver of any breach of any other covenant, agreement, representation,
warranty or provision herein contained, nor shall any waiver or any custom or
practice which may evolve between the parties in the administration of the
terms hereof or of any 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 or
Certificateholders 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 or Certificateholders; provided that such action will not, in the
opinion of counsel satisfactory to the related Indenture Trustee and Eligible
Lender Trustees, materially and adversely affect the interest of any such
Noteholder or Certificateholder.
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
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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 Terms or any Purchase Agreements 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 Interim
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 Terms, the
Interim Eligible Lender Trustee shall be entitled to receive and rely upon an
Opinion of Counsel stating that execution of such amendment is authorized or
permitted by this Agreement and the Opinion of Counsel referred to in Section
7.1 I((i) of the Administration Agreement. The Interim Eligible Lender Trustee
may, but shall not be obligated to, enter into any such amendment which affects
the Interim Eligible Lender Trustee's own rights, duties or immunities under
this Agreement or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Terms ▇▇▇▇▇▇ Mae
and the Interim Eligible Lender Trustee shall not acquiesce, petition or
otherwise invoke or cause Funding to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
Funding under any Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignees, trustee, custodian, sequestrator
or other similar official of Funding or any substantial part of its property,
or ordering the winding up or liquidation of the affairs of the Funding.
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SECTION 19. GOVERNING LAW
These Master Terms and any Purchase Agreement shall be government by
and construed in accordance with the laws of the State of New York.
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STUDENT LOAN MARKETING SLM FUNDING CORPORATION
ASSOCIATION (Purchaser)
(Seller)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- ----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------- --------------------------
Title: Executive Vice President Title: Treasurer and Controller
------------------------ ------------------------
and Chief Financial Officer
---------------------------
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
----------------------------------------------
Not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Title: Second Vice President
------------------------------------
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ATTACHMENT A
PURCHASE AGREEMENT
Dated as of October 3, 1996
PURCHASE AGREEMENT NUMBER 1
▇▇▇▇▇▇ ▇▇▇ hereby offers for sale to Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of
SLM Funding Corporation ("Funding") under the Interim Trust Agreement dated
as of October 1, 1996 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 ninety (90) days Delinquent as of the Cutoff Date which date shall be
September 2, 1996.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase ▇▇▇▇▇, ▇▇▇▇▇▇ Mae hereby sells to the
Interim Eligible Lender Trustee for the benefit of Funding the entire right,
title and interest of ▇▇▇▇▇▇ ▇▇▇ in the Loans accepted for purchase, subject
to all the terms and conditions of the Purchase Agreement Master
Securitization Terms Number 1000 ("Master Terms") and any amendments
thereto, incorporated herein by reference, among ▇▇▇▇▇▇ Mae, Funding, and
the Interim Eligible Lender Trustee. The Initial Payment of the Loans shall
equal $1,496,933,610.44 (equal to $1,501,238,568.44 (representing the
offering price of the Securities less underwriters' commissions) less (a)
$3,752,958 (representing the Reserve Account Initial Deposit), (b) $527,000
(representing a capital contribution from ▇▇▇▇▇▇ ▇▇▇ to Funding to be used
to purchase a 1% interest in the Certificates) and (c) $25,000 (representing
the initial deposit into the Collection Account).
This document shall constitute a Purchase Agreement as referred to in
the Master Terms and, except as modified herein, each term used herein shall
have the same meaning as in the Master Terms. All references in the Master
Terms to Loans or Eligible Loans shall be deemed to refer to the Loans
governed by this Purchase Agreement. ▇▇▇▇▇▇ Mae hereby makes, as of the
date hereof, all the representations and warranties contained in the Master
Terms and makes such representations and warranties with respect to the
Loans governed by this Purchase Agreement.
▇▇▇▇▇▇ ▇▇▇ authorizes the Interim Eligible Lender Trustee for the
benefit of Funding to use a copy of the ▇▇▇▇ of Sale, including the Loan
Transmittal Summary Form attached to the ▇▇▇▇ of Sale (in lieu of OE Form
1074), as official notification to the Guarantor of assignment to the
Interim Eligible Lender Trustee on behalf of Funding of the Loans on the
date of purchase.
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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 from ▇▇▇▇▇▇ ▇▇▇ to the Interim Eligible Lender
Trustee for the benefit of Funding. However, in the event that
notwithstanding the intention of the parties, such transfer is deemed to be
a transfer for security, then ▇▇▇▇▇▇ Mae hereby grants to the Interim
Eligible Lender Trustee for the benefit of Funding a first priority security
interest in and to all Loans described in the ▇▇▇▇ of Sale and Loan
Transmittal Summary Form to secure a loan in an amount equal to the Purchase
Price of such loans.
STUDENT LOAN MARKETING SLM FUNDING CORPORATION
------------------------
ASSOCIATION (Purchaser)
-----------
(Seller)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- ------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------- ----------------------------
Title: Executive Vice President Title: Treasurer and Controller
------------------------ ------------------------
and Chief Financial Officer
---------------------------
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
----------------------------------------------
Not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
---------------------------
Title: Second Vice President
--------------------------
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PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED OCTOBER 3, 1996
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 Corporation
("Funding"). This endorsement is in blank, unrestricted form and without
recourse except as provided in Section 6 of the Master Terms referred to in the
Purchase Agreement among ▇▇▇▇▇▇ ▇▇▇, Funding, and the Interim Eligible Lender
Trustee which covers 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, ▇▇▇▇▇▇ 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.
===================================
SELLER PURCHASER
--------------------------------- -----------------------------------
Chase Manhattan Bank USA,
Student Loan Marketing Association National Association,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. not in its individual capacity
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ but solely as Interim Eligible
Lender Trustee for the benefit
Lender Code: of the SLM Funding Corporation
-------------- under the Interim Trust
Agreement dated Oct. 1, 1996
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
(Signature of Authorized
Officer of Seller)
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------- ----------------------
(Signature of Authorized
Title: Executive Vice President and Signatory for Purchaser)
----------------------------
Chief Financial Officer
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
Title: Second Vice President
-----------------------
Date of Purchase: Oct. 3, 1996
--------------------------------------
-----------------------------------------------------------------------
NOTE: Boxed areas on this form are to be completed by Purchaser.
-----------------------------------------------------------------------
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▇▇▇▇ OF SALE DATED OCTOBER 3, 1996
The undersigned ("▇▇▇▇▇▇ Mae"), for value received and pursuant to the
terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement")
among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of
Funding under the Interim Trust Agreement dated as of October 1, 1996 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
OFFERED BY ACCEPTED BY ELIGIBLE
SELLER LENDER TRUSTEE
NUMBER OF PRINCIPAL NUMBER OF PRINCIPAL
LOAN TYPE LOANS* BALANCE* LOANS BALANCE
---------------------------------------------------------------------------------------------------------
SUBSIDIZED ▇▇▇▇▇▇▇▇
---------- --------
Interim 162,909 506,927,961 162,909 506,927,961
Repayment 310,787 566,983,758 310,787 566,983,758
UNSUBSIDIZED ▇▇▇▇▇▇▇▇
---------------------
Deferred 61,021 211,590,806 61,021 211,590,806
Repayment 10,796 29,912,376 10,796 29,912,376
PLUS/SLS
--------
Deferred 7,166 33,129,561 7,166 33,129,561
Non-Deferred 55,749 152,638,821 55,749 152,638,821
▇▇▇▇▇▇▇-
--------
DATION 0 0 0 0
------
TOTAL 608,428 1,501,183,283 608,428 1,501,183,283
======== ============= ======= =============
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
1
27
GUARANTOR(S):
American Student Assistance Guarantor
Arizona Education Loan Program
California Student Aid Commission
Connecticut Student Loan Foundation
Educational Credit Management Corporation
Florida Office of Student Financial Assistance
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Aid 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
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
*Based upon ▇▇▇▇▇▇ Mae's estimated calculations, which may be adjusted upward
or downward based upon Funding's reconciliation.
SELLER ====================================
==================================
PURCHASER
Student Loan Marketing Association ====================================
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. Chase Manhattan Bank USA,
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ National Association,
not in its individual capacity
Lender Code: but solely as Interim Eligible
-------------- Lender Trustee for the benefit
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ of SLM Funding Corporation
-----------------------------
(Signature of Authorized
Officer of Seller) By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
--------------------------
(Signature of Authorized
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Signatory for Purchaser)
----------------------------
Title: Executive Vice President and Name: ▇▇▇▇ ▇. ▇▇▇▇
---------------------------- ------------------------
Chief Financial Officer
-----------------------
Title: Second Vice President
-----------------------
Date of Purchase:
-------------
=====================================
=====================================================================
NOTE: Boxed areas are for completion by Purchaser
=====================================================================
2
28
OFFICER'S CERTIFICATE
I, ______________________________, of the Student Loan Marketing
Association (the "▇▇▇▇▇▇ ▇▇▇"), hereby certify to SLM Funding Corporation that:
1. The person(s) named below are at the date hereof the duly
elected, qualified and acting officers of ▇▇▇▇▇▇ Mae 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 SLM Funding Corporation.
WITNESS my hand this day ___ of _________________, 199__.
By:
--------------------------------------------
(Not an officer listed above)
Name:
------------------------------------------
Title:
-----------------------------------------
1
29
PURCHASE AGREEMENT
Dated as of October 3, 1996
PURCHASE AGREEMENT NUMBER 1
▇▇▇▇▇▇ ▇▇▇ hereby offers for sale to Chase Manhattan Bank USA,
National Association as Interim Eligible Lender Trustee for the benefit of
SLM Funding Corporation ("Funding") under the Interim Trust Agreement dated
as of October 1, 1996 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 ninety (90) days Delinquent as of the Cutoff Date which date shall be
September 2, 1996.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase ▇▇▇▇▇, ▇▇▇▇▇▇ Mae hereby sells to the
Interim Eligible Lender Trustee for the benefit of Funding the entire right,
title and interest of ▇▇▇▇▇▇ ▇▇▇ in the Loans accepted for purchase, subject
to all the terms and conditions of the Purchase Agreement Master
Securitization Terms Number 1000 ("Master Terms") and any amendments
thereto, incorporated herein by reference, among ▇▇▇▇▇▇ Mae, Funding, and
the Interim Eligible Lender Trustee. The Initial Payment of the Loans shall
equal $1,496,933,610.44 (equal to $1,501,238,568.44 (representing the
offering price of the Securities less underwriters' commissions) less (a)
$3,752,958 (representing the Reserve Account Initial Deposit), (b) $527,000
(representing a capital contribution from ▇▇▇▇▇▇ ▇▇▇ to Funding to be used
to purchase a 1% interest in the Certificates) and (c) $25,000 (representing
the initial deposit into the Collection Account).
This document shall constitute a Purchase Agreement as referred to in
the Master Terms and, except as modified herein, each term used herein shall
have the same meaning as in the Master Terms. All references in the Master
Terms to Loans or Eligible Loans shall be deemed to refer to the Loans
governed by this Purchase Agreement. ▇▇▇▇▇▇ Mae hereby makes, as of the
date hereof, all the representations and warranties contained in the Master
Terms and makes such representations and warranties with respect to the
Loans governed by this Purchase Agreement.
▇▇▇▇▇▇ ▇▇▇ authorizes the Interim Eligible Lender Trustee for the
benefit of Funding to use a copy of the ▇▇▇▇ of Sale, including the Loan
Transmittal Summary Form attached to the ▇▇▇▇ of Sale (in lieu of OE Form
1074), as official notification to the Guarantor of assignment to the
Interim Eligible Lender Trustee on behalf of Funding of the Loans on the
date of purchase.
1
30
The parties hereto intend that the transfer of Loans described in the
▇▇▇▇ of Sale and Loan Transmittal Summary Form be, and be construed as, a
valid sale of such Loans from ▇▇▇▇▇▇ ▇▇▇ to the Interim Eligible Lender
Trustee for the benefit of Funding. However, in the event that
notwithstanding the intention of the parties, such transfer is deemed to be
a transfer for security, then ▇▇▇▇▇▇ Mae hereby grants to the Interim
Eligible Lender Trustee for the benefit of Funding a first priority security
interest in and to all Loans described in the ▇▇▇▇ of Sale and Loan
Transmittal Summary Form to secure a loan in an amount equal to the Purchase
Price of such loans.
STUDENT LOAN MARKETING SLM FUNDING CORPORATION
ASSOCIATION -----------------------
----------- (Purchaser)
(Seller)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- --------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------- ------------------------------------
Title: Executive Vice President Title: Treasurer and Controller
------------------------ ------------------------
and Chief Financial Officer
---------------------------
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
Not in its individual capacity but
solely as Interim Eligible Lender Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
-----------------------
Title: Second Vice President
----------------------
2
31
PURCHASE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED OCTOBER 3, 1996
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 Corporation
("Funding"). This endorsement is in blank, unrestricted form and without
recourse except as provided in Section 6 of the Master Terms referred to in the
Purchase Agreement among ▇▇▇▇▇▇ ▇▇▇, Funding, and the Interim Eligible Lender
Trustee which covers 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, ▇▇▇▇▇▇ 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.
==============================
SELLER PURCHASER
==================================== ==============================
Student Loan Marketing Association Chase Manhattan Bank USA,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. National Association,
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ not in its individual capacity
but solely as Interim Eligible
Lender Code: Lender Trustee for the benefit
-------------- of the SLM Funding Corporation
under the Interim Trust
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Agreement dated Oct. 1, 1996
---------------------------------
(Signature of Authorized
Officer of Seller)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ---------------------------
------------------------------- (Signature of Authorized
Title: Executive Vice President and Signatory for Purchaser)
Chief Financial Officer
Name: ▇▇▇▇ ▇. ▇▇▇▇
-------------------------
Title: Second Vice President
------------------------
Date of Purchase: Oct. 3, 1996
==============================
-------------------------------------------------------------------------
NOTE: Boxed areas on this form are to be completed by Purchaser.
-------------------------------------------------------------------------
1
32
▇▇▇▇ OF SALE DATED OCTOBER 3, 1996
The undersigned ("▇▇▇▇▇▇ ▇▇▇"), for value received and
pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase
Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank
USA, National Association as Interim Eligible Lender Trustee for the benefit of
Funding under the Interim Trust Agreement dated as of October 1, 1996 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
OFFERED BY ACCEPTED BY ELIGIBLE
SELLER LENDER TRUSTEE
NUMBER OF PRINCIPAL NUMBER OF PRINCIPAL
LOAN TYPE LOANS* BALANCE* LOANS BALANCE
-------------------------------------------------------------------------------------------------
SUBSIDIZED ▇▇▇▇▇▇▇▇
---------- --------
Interim 162,909 506,927,961 162,909 506,927,961
Repayment 310,787 566,983,758 310,787 566,983,758
UNSUBSIDIZED ▇▇▇▇▇▇▇▇
---------------------
Deferred 61,021 211,590,806 61,021 211,590,806
Repayment 10,796 29,912,376 10,796 29,912,376
PLUS/SLS
--------
Deferred 7,166 33,129,561 7,166 33,129,561
Non-Deferred 55,749 152,638,821 55,749 152,638,821
▇▇▇▇▇▇▇-
--------
DATION 0 0 0 0
------
TOTAL 608,428 1,501,183,283 608,428 1,501,183,283
======= ============= ======= =============
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
1
33
GUARANTOR(S):
American Student Assistance Guarantor
Arizona Education Loan Program
California Student Aid Commission
Connecticut Student Loan Foundation
Educational Credit Management Corporation
Florida Office of Student Financial Assistance
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Aid 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
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
*Based upon ▇▇▇▇▇▇ Mae's estimated calculations, which may be adjusted upward
or downward based upon Funding's reconciliation.
===============================
SELLER PURCHASER
==================================== ===============================
Student Loan Marketing Association Chase Manhattan Bank USA,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. National Association,
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ not in its individual capacity
but solely as Interim Eligible
Lender Code: Lender Trustee for the benefit
-------------- of SLM Funding Corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------------- ---------------------------
(Signature of Authorized (Signature of Authorized
Officer of Seller) Signatory for Purchaser)
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇
------------------------------- -------------------------
Title: Executive Vice President and Title: Second Vice President
------------------------------
Chief Financial Officer Date of Purchase:
------------------------------ -------------
===============================
==================================================
NOTE: Boxed areas are for completion by Purchaser
==================================================
2