EXHIBIT 99.2
SALE AGREEMENT MASTER SECURITIZATION TERMS NUMBER 1000
These Sale Agreement Master Securitization Terms Number 1000 ("Master
Sale Terms") dated as of March 4, 2004 among SLM Funding LLC (in such capacity,
the "Seller"), SLM Student Loan Trust 2004-2 (the "Purchaser"), 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 the Seller under the Interim Trust Agreement dated
as of March 1, 2004 between the Seller and the Interim Eligible Lender Trustee,
and Chase Manhattan Bank USA, National Association, not in its individual
capacity but solely as Eligible Lender Trustee on behalf of SLM Student Loan
Trust 2004-2 (the "Eligible Lender Trustee"), shall be effective upon execution
by the parties hereto. References to the Seller herein mean the Interim Eligible
Lender Trustee, and references to the Purchaser mean the Eligible Lender
Trustee, for all purposes involving the holding or transferring of legal title
to the Trust Student Loans.
WHEREAS, the Seller is the owner of certain student loans guaranteed
under the Higher Education Act;
WHEREAS, legal title to such loans is vested in the Interim Eligible
Lender Trustee, as trustee for the benefit of the Seller as the sole
beneficiary;
WHEREAS, the Seller may desire to sell its interest in such loans from
time to time and Purchaser may desire to purchase such loans from Seller; and
WHEREAS, the Eligible Lender Trustee is willing to hold legal title to,
and serve as eligible lender trustee with respect to, such loans for the benefit
of the Purchaser.
NOW, THEREFORE, in connection with the mutual promises contained
herein, the parties hereto agree as follows:
SECTION 1. TERMS
These Master Sale Terms establish the terms under which the Seller (and
with respect to legal title, the Interim Eligible Lender Trustee for the benefit
of the Seller) may sell and the Purchaser (and with respect to legal title, the
Eligible Lender Trustee on behalf of the Purchaser) may purchase the Loans (and
all obligations of the Borrowers thereunder) specified on each Sale Agreement
("Sale Agreement") as the parties may execute from time to time pursuant to
these Master Sale Terms. Each such Sale Agreement shall be substantially in the
form of Attachment A hereto, incorporating by reference the terms of these
Master Sale Terms, and shall be a separate agreement among the Seller, the
Purchaser, the Eligible Lender Trustee on behalf of the Purchaser, and the
Interim Eligible Lender Trustee for the benefit of the Seller with respect to
the Loans covered by the terms of such Sale Agreement for all purposes. If the
terms of a Sale Agreement conflict with the terms of these Master Sale Terms,
the terms of such Sale Agreement shall supersede and govern.
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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 the Seller and the Interim
Eligible Lender Trustee for the benefit of Seller which shall (i) set
forth the Loans offered by the Seller and the Interim Eligible Lender
Trustee for the benefit of the Seller and accepted for purchase by the
Eligible Lender Trustee on behalf of the Purchaser and (ii) sell,
assign and convey to the Eligible Lender Trustee, on behalf of the
Purchaser, and its assignees all right, title and interest of the
Seller and of the Interim Eligible Lender Trustee, for the benefit of
the Seller, in the Loans listed on the ▇▇▇▇ of Sale and (iii) certify
that the representations and warranties made by the Seller pursuant to
Section 5(A) and (B) of these Master Sale Terms are true and correct.
(C) "Borrower" means the obligor on a Loan.
(D) "Consolidation Loan" means a Loan made pursuant to and in full
compliance with Section 428C of the Higher Education Act.
(E) "Cutoff Date" means February 9, 2004 and, with respect to
subsequent sales hereunder, a date agreed to by Seller and Purchaser to
use in determining the Principal Balance and accrued interest to be
capitalized for purposes of completing the Loan Transmittal Summary
Form.
(F) "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 Seller under the
Sale Agreement which as of the Cutoff Date is current or no more
Delinquent than permitted under the Sale Agreement in payment of
principal or interest and which meets the following criteria as of the
effective date of the ▇▇▇▇ of Sale:
(i) is a Consolidation Loan;
(ii) is owned by Seller and is fully disbursed;
(iii) is guaranteed as to principal and interest by the
applicable Guarantor to the maximum extent permitted by the
Higher Education Act for such Loan;
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(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;
(viii) the last disbursement was 30 days or more from the
Cutoff Date;
(ix) is supported by the following documentation:
1. loan application, and any supplement
thereto,
2. original promissory note and any addendum
thereto (or the electronic records
evidencing the same),
3. evidence of guarantee,
4. any other document and/or record which
Purchaser 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,
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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 Sale Agreement.
(J) "Loan" means the Eligible Loans evidenced by the Note sold on the
Closing Date pursuant to the Sale 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 Seller
by Purchaser and completed by Seller which 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 Price" means the Initial Payment.
(P) "Secretary" means the United States Secretary of Education or any
successor.
(Q) [RESERVED]
(R) [RESERVED]
(S) "Subsidized" means a Loan for which the interest rate is governed
by Section 427(a) or 427(d) of the Higher Education Act.
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(T) "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 Sale
Agreement shall be consummated upon (i) Purchaser's receipt from the
Seller and the Interim Eligible Lender Trustee for the benefit of the
Seller of the ▇▇▇▇ of Sale, (ii) the payment by Purchaser to Seller of
the Initial Payment and (iii) the issuance to the Seller of the Excess
Distribution Certificate. Upon consummation, such sale and purchase
shall be effective as of the date of the ▇▇▇▇ of Sale. Seller and
Purchaser shall use their best efforts to perform promptly their
respective obligations pursuant to the Sale Agreement with respect to
each Loan.
(B) Settlement of the Initial Payment
On the date of the ▇▇▇▇ of Sale, the Purchaser shall pay the
Seller the Initial Payment by wire transfer in immediately available
funds to the account specified by Seller.
(C) Interest Subsidy and Special Allowance Payments and Rebate Fees
The Seller 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
Purchaser and the Eligible Lender Trustee, for the benefit of
Purchaser, shall be entitled to all Special Allowance Payments and
Interest Subsidy Payments accruing from the Cutoff Date and shall be
responsible for the payment of any rebate fees applicable to the
Consolidation Loans subject to any ▇▇▇▇ of Sale accruing from the
Closing Date.
(D) Special Programs
In consideration of the sale of the Eligible Loans under these
Master Sale Terms and each Sale Agreement, Purchaser agrees to cause
the Servicer to offer each Borrower of a Trust Student Loan all special
programs whether or not in existence as of the date of any Sale
Agreement generally offered to the obligors of comparable loans owned
by the transferor of that Trust Student Loan to the Seller, subject to
the terms and conditions of Section 3.12 of the Servicing Agreement.
SECTION 4. CONDITIONS PRECEDENT TO SALE AND PURCHASE
(A) Activities Prior to the Sale
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Following the execution of a Sale Agreement, Seller shall
provide any assistance requested by Purchaser in determining that all
required documentation on the Loans is present and correct.
(B) Continued Servicing
Seller shall service, or cause to be serviced, all Loans as
required under the Higher Education Act until the date of the ▇▇▇▇ of
Sale.
(C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form
Seller shall deliver to Purchaser:
(i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed
and delivered by an authorized officer of the Seller and the
Interim Eligible Lender Trustee for the benefit of the Seller,
covering Loans offered by the Seller, (b) has been accepted by
Purchaser as set forth thereon, selling, assigning and
conveying to the Eligible Lender Trustee for the benefit of
the Purchaser and its assignees all right, title and interest
of the Seller and the Interim Eligible Lender Trustee for the
benefit of the Seller, including the insurance interest of the
Interim Eligible Lender Trustee for the benefit of the Seller,
in each of the Loans, and (c) states that the representations
and warranties made by Seller in Section 5(A) and (B) of these
Master Sale Terms are true and correct on and as of the date
of the ▇▇▇▇ of Sale; and
(ii) the Loan Transmittal Summary Form, attached to the ▇▇▇▇
of Sale, identifying each of the Eligible Loans which is the
subject of the ▇▇▇▇ of Sale and setting forth the unpaid
Principal Balance of each such Loan.
(D) Endorsement
The Seller shall provide a blanket endorsement transferring
the entire interest of the Seller and the Interim Eligible Lender
Trustee for the benefit of Seller in the Loans to the Eligible Lender
Trustee for the benefit of the Purchaser with the form of endorsement
provided for in the Sale Agreement.
At the direction of and in such form as Purchaser may
designate, the Seller also agrees to individually endorse any Eligible
Loan as Purchaser may request from time to time.
(E) Officer's Certificate
The Seller shall furnish to Purchaser, with each ▇▇▇▇ of Sale
provided in connection with each sale of Loans pursuant to these Master
Sale Terms, an Officer's Certificate, dated as of the date of such ▇▇▇▇
of Sale.
(F) Loan Transfer Statement
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Upon Purchaser's request, Seller shall deliver to Purchaser
one (1) or more Loan Transfer Statements (Department Form OE 1074 or
its equivalent) provided by Purchaser, executed by the Interim Eligible
Lender Trustee for the benefit of the Seller and dated the date of the
▇▇▇▇ of Sale. Seller agrees that Purchaser and the Eligible Lender
Trustee may use the ▇▇▇▇ of Sale, including the Loan Transmittal
Summary Form attached to the ▇▇▇▇ of Sale, in lieu of OE Form 1074, as
official notification to the Guarantor of the assignment by the Interim
Eligible Lender Trustee for the benefit of the Seller to the Eligible
Lender Trustee for the benefit of the Purchaser of the Loans listed on
the ▇▇▇▇ of Sale.
(G) Power of Attorney
The Seller and the Interim Eligible Lender Trustee hereby
grant to the Eligible Lender Trustee, for the benefit of and on behalf
of the Purchaser, an irrevocable power of attorney, which power of
attorney is coupled with an interest, to individually endorse or cause
to be individually endorsed in the name of the Seller and the Interim
Eligible Lender Trustee for the benefit of the Seller any Eligible Loan
to evidence the transfer of such Eligible Loan to the Eligible Lender
Trustee on behalf of the Purchaser and to transfer or to cause to be
transferred any Note from SLMA, SLM ELC or the Servicer to the Eligible
Lender Trustee or the Indenture Trustee or any other custodian on
behalf of either of them.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF SELLER AND ELIGIBLE LENDER TRUSTEE
(A) General
Seller represents and warrants to Purchaser that with respect to a
portfolio of Loans as of the date of each Sale Agreement and ▇▇▇▇ of Sale:
(i) The Interim Eligible Lender Trustee is an eligible lender
or other qualified holder of loans originated pursuant to the
Federal Family Education Loan Program established under the
Higher Education Act;
(ii) The Interim Eligible Lender Trustee and the Seller are
duly organized and existing under the laws of the applicable
jurisdiction;
(iii) The Interim Eligible Lender Trustee and the Seller have
all requisite power and authority to enter into and to perform
the terms of these Master Sale Terms and each Sale Agreement;
and
(iv) The Interim Eligible Lender Trustee and the Seller will
not, with respect to any Loan purchased under Sale Agreements
executed pursuant to these Master Sale Terms, agree to release
any Guarantor from any of its contractual obligations as an
insurer of such Loan or agree otherwise to alter, amend or
renegotiate any material term or condition under which such
Loan is insured, except as required
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by law or rules and regulations issued pursuant to law,
without the express prior written consent of Purchaser.
(B) Particular
Seller represents and warrants to Purchaser as to the Loans
purchased by Purchaser under each Sale Agreement and each ▇▇▇▇ of Sale
executed pursuant to these Master Sale Terms:
(i) The Interim Eligible Lender Trustee for the benefit of the
Seller has good 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 Sale Agreement and the Loan Transmittal
Summary Form is true and correct;
(v) The Interim Eligible Lender Trustee and the Seller are
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 repurchased by the Seller and or the
Interim Eligible Lender Trustee, will be made pursuant to and
consistent with the laws and regulations under which the
Seller and the Interim Eligible Lender Trustee operate, and
will not violate any decree, judgment or order of any court or
agency, or conflict with or result in a breach of any of the
terms, conditions or provisions of any agreement or instrument
to which the Interim Eligible Lender Trustee or the Seller is
a party or by which the Interim Eligible Lender Trustee or
Seller or its property is bound, or constitute a default (or
an event which could constitute a default with the passage of
time or notice or both) thereunder;
(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);
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(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 Interim Eligible Lender Trustee;
(viii) Each Loan has been duly made and serviced in accordance
with the provisions of the Federal Family Education Loan
Program established under the Higher Education Act, and has
been duly insured by a Guarantor; such guarantee is in full
force and effect and is freely transferable to the Eligible
Lender Trustee for the benefit of the Purchaser as an incident
to the purchase of each Loan; and all premiums due and payable
to such Guarantor shall have been paid in full as of the date
of the ▇▇▇▇ of Sale;
(ix) Any payments on the Loans received by the Interim
Eligible Lender Trustee for the benefit of the Seller which
have been allocated to reduction of principal and interest on
such Loans have been allocated on a simple interest basis; the
information with respect to the Loans as of the Cutoff Date as
stated on the Loan Transmittal Summary Form is true and
correct;
(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 the Seller 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 Seller, the Interim Eligible
Lender Trustee, the Eligible Lender Trustee, and the
Purchaser, and the Seller hereby warrants, that the transfer
and assignment herein contemplated constitute a valid sale of
the Loans from Seller and the Interim Eligible Lender Trustee
to the Eligible Lender Trustee for the benefit of Purchaser
and that the beneficial interest in and title to such Loans
not be part of the Seller's estate in the event of the
bankruptcy of the Seller or the appointment of a receiver with
respect to Seller;
(xv) The Interim 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
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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
Interim Eligible Lender Trustee has in its possession a copy
of the endorsement and Loan Transmittal Summary Form
identifying the Notes that constitute or evidence the Loans.
The Notes that constitute or evidence the Loans do not have
any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than the
Eligible Lender Trustee. All financing statements filed or to
be filed against the Interim Eligible Lender Trustee and the
Seller in favor of the Eligible Lender Trustee in connection
herewith describing the Loans contain a statement to the
following effect: "A purchase of or security interest in any
collateral described in this financing statement will violate
the rights of the Eligible Lender Trustee;"
(xvii) Other than the security interest granted to the
Eligible Lender Trustee pursuant to this Agreement, the Seller
and the Interim Eligible Lender Trustee have not pledged,
assigned, sold, granted a security interest in, or otherwise
conveyed any of the Loans. The Seller and the Interim Eligible
Lender Trustee have not authorized the filing of and are not
aware of any financing statements against the Seller or the
Interim Eligible Lender Trustee that include a description of
collateral covering the Loans other than any financing
statement relating to the security interest granted to the
Eligible Lender Trustee hereunder or any other security
interest that has been terminated. The Seller and the Interim
Eligible Lender Trustee are not aware of any judgment or tax
lien filings against the Seller or the Interim Eligible Lender
Trustee; and
(xviii) No Borrower of a Loan as of the Cutoff Date is noted
in the related Loan File as being currently involved in a
bankruptcy proceeding.
(C) The Eligible Lender Trustee and the Purchaser represent and warrant
that as of the date of each Sale Agreement and each ▇▇▇▇ of Sale:
(i) The Eligible Lender Trustee is 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 these
Master Sale Terms;
(ii) The Eligible Lender Trustee has taken all corporate
action necessary to authorize the execution and delivery by it
of these Master Sale Terms and each Sale Agreement, and these
Master Sale Terms and each Sale Agreement have been and will
be executed and delivered by one of its officers who is duly
authorized to execute and deliver the Sale Agreement on its
behalf;
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(iii) Neither the execution nor the delivery by it of these
Master Sale Terms and each Sale 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 Eligible Lender Trustee or
any judgment or order binding on it, or constitute any default
under its charter documents or by-laws or any indenture,
mortgage, contract, agreement or instrument to which it is a
party or by which any of its properties may be bound; and
(iv) The Eligible Lender Trustee is an "eligible lender" as
such term is defined in Section 435(d) of the Higher Education
Act, for purposes of holding legal title to the Trust Student
Loans as contemplated by these Master Sale Terms and each Sale
Agreement and the other Basic Documents, it has a lender
identification number with respect to the Trust Student Loans
from the Department and has in effect a Guarantee Agreement
with each of the Guarantors with respect to the Trust Student
Loans.
SECTION 6. PURCHASE OF TRUST STUDENT LOANS; REIMBURSEMENT
Each party to these Master Terms shall give notice to the other such
parties and to the Servicer, the Administrator, SLMA and SLM ELC promptly, in
writing, upon the discovery of any breach of Seller's representations and
warranties made pursuant to Sections 5(A) and (B) hereof which has a material
adverse effect on the interest of the Purchaser in any Trust Student Loan. In
the event of such a material breach which is not curable by reinstatement of the
applicable Guarantor's guarantee of such Trust Student Loan, Seller shall
repurchase any affected Trust Student Loan not later than 120 days following the
earlier of the date of discovery of such material breach and the date of receipt
of the Guarantor reject transmittal form with respect to such Trust Student
Loan. In the event of such a material breach which is curable by reinstatement
of the applicable Guarantor's guarantee of such Trust Student Loan, unless the
material breach shall have been cured within 360 days following the earlier of
the date of discovery of such material breach and the date of receipt of the
Guarantor reject transmittal form with respect to such Trust Student Loan, the
Seller shall purchase such Trust Student Loan not later than the sixtieth day
following the end of such 360-day period. The Seller shall also remit as
provided in Section 2.6 of the Administration Agreement on the date of purchase
of any Trust Student Loan pursuant to this Section 6 an amount equal to all
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, the Seller shall remit the Purchase Amount in the manner specified in
Section 2.6 of the Administration Agreement.
In addition, if any breach of Sections 5(A) and (B) hereof by the
Seller does not trigger such purchase obligation but does result in the refusal
by a Guarantor to guarantee all or a portion of the accrued interest (or any
obligation of the Purchaser to repay such interest to a Guarantor), or the loss
(including any obligation of the Purchaser to repay the Department) of Interest
Subsidy Payments and Special Allowance Payments, with respect to any Trust
Student Loan affected by such breach, then the Seller shall reimburse the
Purchaser by remitting an
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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 the Seller reasonably believes such losses are likely to
be collected, not later than the last day of the next Collection Period ending
not less than 360 days from the date of the Guarantor's refusal to guarantee all
or a portion of accrued interest or loss of Interest Subsidy Payments or Special
Allowance Payments. At the time such payment is made, the Seller shall not be
required to reimburse the Purchaser for interest that is then capitalized,
however, such amounts shall be reimbursed if the borrower subsequently defaults
and such capitalized interest is not paid by the Guarantor.
Anything in this Section 6 to the contrary notwithstanding, if as of
the last Business Day of any month the aggregate outstanding principal amount of
Trust Student Loans with respect to which claims have been filed with and
rejected by a Guarantor or with respect to which the Servicer determines that
claims cannot be filed pursuant to the Higher Education Act as a result of a
breach by the Seller or the Servicer, exceeds 1% of the Pool Balance, the Seller
or the Servicer shall purchase, within 30 days of a written request of the
Eligible Lender Trustee or the Indenture Trustee, such affected Trust Student
Loans in an aggregate principal amount such that after such purchase the
aggregate principal amount of such affected Trust Student Loans is less than 1%
of the Pool Balance. The Trust Student Loans to be purchased by the Seller or
the Servicer pursuant to the preceding sentence shall be based on the date of
claim rejection (or the date of notice referred to in the first sentence of this
Section 6), with Trust Student Loans with the earliest such date to be purchased
first.
In lieu of repurchasing Trust Student Loans pursuant to this Section 6,
the Seller may, at its option, substitute Eligible Loans or arrange for the
substitution of Eligible Loans which are substantially similar on an aggregate
basis as of the date of substitution to the Trust Student Loans for which they
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
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substituted pursuant to this Section 6, the Seller shall make a reasonable
determination that the Eligible Loans to be substituted will not have a material
adverse effect on the Noteholders.
In the event that Seller elects to substitute Eligible Loans pursuant
to this Section 6, the Seller will remit to the Administrator the amount of any
shortfall between the Purchase Amount of the substituted Eligible Loans and the
Purchase Amount of the Trust Student Loans for which they are being substituted.
The Seller shall also remit to the Administrator an amount equal to all
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 the
Purchaser, the Eligible Lender Trustee and the Noteholders with respect to a
breach by the Seller pursuant to Section 5(A) and (B) hereof shall be to require
the Seller to purchase Trust Student Loans, to reimburse the Purchaser as
provided above or to substitute Student Loans pursuant to this Section. The
Eligible Lender Trustee shall have no duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the purchase of
any Trust Student Loan or the reimbursement for any interest penalty pursuant to
this Section 6.
SECTION 7. OBLIGATION TO REMIT SUBSEQUENT PAYMENTS AND FORWARD COMMUNICATIONS
(A) Any payment received by Seller with respect to amounts accrued
after the Date of the ▇▇▇▇ of Sale for any Loan sold to Purchaser,
which payment is not reflected in the Loan Transmittal Summary Form,
shall be received by Seller in trust for the account of Purchaser and
the Seller hereby disclaims any title to or interest in any such
amounts. Within two (2) Business Days following the date of receipt,
Seller shall remit to Purchaser an amount equal to any such payments
along with a listing on a form provided by Purchaser identifying the
Loans with respect to which such payments were made, the amount of each
such payment and the date each such payment was received.
(B) Any written communication received at any time by Seller with
respect to any Loan subject to any Sale Agreement shall be transmitted
by Seller to Servicer within two (2) Business Days of receipt. Such
communications shall include, but not be limited to, letters, notices
of death or disability, notices of bankruptcy, forms requesting
deferment of repayment or loan cancellation, and like documents.
SECTION 8. CONTINUING OBLIGATION OF SELLER
The Seller shall provide all reasonable assistance necessary for
Purchaser to resolve account problems raised by any Borrower, the Guarantor or
the Secretary provided such account problems are attributable to or are alleged
to be attributable to (a) an event occurring during the period Seller owned the
Loan, or (b) a payment made or alleged to have been made to Seller. Further, the
Seller agrees to execute any financing statements at the request of the
Purchaser in order to reflect the Purchaser's interest in the Loans.
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SECTION 9. LIABILITY OF SELLER; INDEMNITIES
The Seller shall be liable in accordance herewith only to the extent of
the obligations specifically undertaken by the Seller under these Master Sale
Terms.
(i) The Seller shall indemnify, defend and hold harmless the
Purchaser and the Eligible Lender Trustee in its individual
capacity and their officers, directors, employees and agents
from and against any taxes that may at any time be asserted
against any such Person with respect to the transactions
contemplated herein and in the other Basic Documents (except
any such income taxes arising out of fees paid to the Eligible
Lender Trustee), including any sales, gross receipts, general
corporation, tangible and intangible personal property,
privilege or license taxes and costs and expenses in defending
against the same.
(ii) The Seller shall indemnify, defend and hold harmless the
Purchaser and the Eligible Lender Trustee in its individual
capacity and their officers, directors, employees and agents
of the Purchaser and the Eligible Lender Trustee from and
against any and all costs, expenses, losses, claims, damages
and liabilities arising out of, or imposed upon such Person
through, the Seller's willful misfeasance, bad faith or gross
negligence in the performance of its duties under the Sale
Agreement, or by reason of reckless disregard of its
obligations and duties under the Sale Agreement.
(iii) The Seller shall be liable as primary obligor for, and
shall indemnify, defend and hold harmless the Eligible Lender
Trustee in its individual capacity and its officers,
directors, employees and agents from and against, all costs,
expenses, losses, claims, damages, obligations and liabilities
arising out of, incurred in connection with or relating to the
Sale Agreement, the other Basic Documents, the acceptance or
performance of the trusts and duties set forth herein and in
the Sale Agreement or the action or the inaction of the
Eligible Lender Trustee hereunder, except to the extent that
such cost, expense, loss, claim, damage, obligation or
liability: (a) shall be due to the willful misfeasance, bad
faith or negligence (except for errors in judgment) of the
Eligible Lender Trustee, (b) shall arise from any breach by
the Eligible Lender Trustee of its covenants in its individual
capacity under any of the Basic Documents; or (c) shall arise
from the breach by the Eligible Lender Trustee of any of its
representations or warranties in its individual capacity set
forth in these Master Sale Terms or any Sale Agreement. In the
event of any claim, action or proceeding for which indemnity
will be sought pursuant to this paragraph, the Eligible Lender
Trustee's choice of legal counsel shall be subject to the
approval of the Seller, which approval shall not be
unreasonably withheld.
Indemnification under this Section 9 shall survive the resignation or
removal of the Eligible Lender Trustee and the termination of these Master Sale
Terms and shall include reasonable fees and expenses of counsel and expenses of
litigation. If the Seller shall have made any indemnity payments pursuant to
this Section and the Person to or for the benefit of whom
-14-
such payments are made thereafter shall collect any of such amounts from others,
such Person shall promptly repay such amounts to the Seller, without interest.
SECTION 10. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF
SELLER
Any Person (a) into which the Seller may be merged or consolidated, (b)
which may result from any merger or consolidation to which the Seller shall be a
party or (c) which may succeed to the properties and assets of the Seller
substantially as a whole, shall be the successor to the Seller without the
execution or filing of any document or any further act by any of the parties to
these Master Sale Terms; provided, however, that the Seller hereby covenants
that it will not consummate any of the foregoing transactions except upon
satisfaction of the following: (i) the surviving Person, if other than the
Seller, executes an agreement of assumption to perform every obligation of the
Seller under these Master Sale Terms, (ii) immediately after giving effect to
such transaction, no representation or warranty made pursuant to Section 5
herein shall have been breached, (iii) the surviving Person, if other than the
Seller, shall have delivered to the Eligible Lender Trustee an Officers'
Certificate and an Opinion of Counsel each stating that such consolidation,
merger or succession and such agreement of assumption comply with this Section
and that all conditions precedent, if any, provided for in these Master Sale
Terms relating to such transaction have been complied with, and that the Rating
Agency Condition shall have been satisfied with respect to such transaction,
(iv) if the Seller is not the surviving entity, such transaction will not result
in a material adverse Federal or state tax consequence to the Purchaser or the
Noteholders and (v) if the Seller is not the surviving entity, the Seller shall
have delivered to the Eligible Lender Trustee an Opinion of Counsel either (A)
stating that, in the opinion of such counsel, all financing statements and
continuation statements and amendments thereto have been executed and filed that
are necessary fully to preserve and protect the interest of the Purchaser and
the Eligible Lender Trustee, respectively, in the Loans and reciting the details
of such filings, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interests.
SECTION 11. LIMITATION ON LIABILITY OF SELLER AND OTHERS
The Seller and any director or officer or employee or agent thereof may
rely in good faith on the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder (provided that such reliance shall not limit in any way the
Seller's obligations under Section 5 herein). The Seller shall not be under any
obligation to appear in, prosecute or defend any legal action that shall not be
incidental to its obligations under these Master Sale Terms or any Sale
Agreement, and that in its opinion may involve it in any expense or liability.
Except as provided herein, the repurchase (or substitution) and reimbursement
obligations of Seller will constitute the sole remedy available to Purchaser for
uncured breaches; provided, however, that the information with respect to the
Loans listed on the ▇▇▇▇ of Sale may be adjusted in the ordinary course of
business subsequent to the date of the ▇▇▇▇ of Sale and to the extent that the
aggregate Principal Balance listed on the ▇▇▇▇ of Sale is less than the
aggregate Principal Balance stated on the ▇▇▇▇ of Sale, Seller shall remit such
amount to the Eligible Lender Trustee for the benefit of the Purchaser. Such
reconciliation payment shall be made from time to time but no less frequently
than semi-annually.
-15-
SECTION 12. LIMITATION OF LIABILITY OF ELIGIBLE LENDER TRUSTEE
Notwithstanding anything contained herein to the contrary, these Master
Sale Terms and any Sale Agreement have been signed by Chase Manhattan Bank USA,
National Association, not in its individual capacity but solely in its capacity
as Eligible Lender Trustee for the Purchaser and the Interim Eligible Lender
Trustee for the Seller, as the case may be, and in no event shall Chase
Manhattan Bank USA, National Association in its individual capacity, have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Eligible Lender Trustee, the Interim Eligible Lender Trustee,
the Purchaser or of the Seller, respectively, under these Master Sale Terms or
any Sale Agreement or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of the Purchaser or the Seller, as the case may be.
SECTION 13. EXPENSES
Except as otherwise provided herein, each party to these Master Sale
Terms or any Sale Agreement shall pay its own expense incurred in connection
with the preparation, execution and delivery of these Master Sale Terms or any
Sale Agreement and the transactions contemplated herein or therein.
SECTION 14. SURVIVAL OF COVENANTS/SUPERSESSION
All covenants, agreements, representations and warranties made herein
and in or pursuant to any Sale Agreements executed pursuant to these Master Sale
Terms shall survive the consummation of the purchase of the Loans provided for
in each Sale Agreement. All covenants, agreements, representations and
warranties made or furnished pursuant hereto by or for the benefit of Seller
shall bind and inure to the benefit of any successors or assigns of Purchaser
and shall survive with respect to each Loan. Each Sale Agreement supersedes all
previous agreements and understandings between Purchaser and Seller with respect
to the subject matter thereof. A Sale Agreement may be changed, modified or
discharged, and any rights or obligations hereunder may be waived, only by a
written instrument signed by a duly authorized officer of the party against whom
enforcement of any such waiver, change, modification or discharge is sought. The
waiver by Purchaser of any covenant, agreement, representation or warranty
required to be made or furnished by Seller or the waiver by Purchaser of any
provision herein contained or contained in any Sale Agreement shall not be
deemed to be a waiver of any breach of any other covenant, agreement,
representation, warranty or provision herein contained or contained in any Sale
Agreement, nor shall any waiver or any custom or practice which may evolve
between the parties in the administration of the terms hereof or of any Sale
Agreement, be construed to lessen the right of Purchaser to insist upon the
performance by Seller in strict accordance with said terms.
SECTION 15. COMMUNICATION AND NOTICE REQUIREMENTS
All communications, notices and approvals provided for hereunder shall
be in writing and mailed or delivered to Seller or Purchaser, as the case may
be, addressed as set forth in the Sale Agreement or at such other address as
either party may hereafter designate by notice to the other party. Notice given
in any such communication, mailed to Seller or Purchaser by appropriately
-16-
addressed registered mail, shall be deemed to have been given on the day
following the date of such mailing.
SECTION 16. FORM OF INSTRUMENTS
All instruments and documents delivered in connection with these Master
Sale Terms and any Sale Agreement, and all proceedings to be taken in connection
with these Master Sale Terms and any Sale Agreement and the transactions
contemplated herein and therein, shall be in a form as set forth in the
attachments hereto, and Purchaser shall have received copies of such documents
as it or its counsel shall reasonably request in connection therewith. Any
instrument or document which is substantially in the same form as an Attachment
hereto or a recital herein will be deemed to be satisfactory as to form.
SECTION 17. AMENDMENT
These Master Sale Terms and any Sale Agreement may be amended by the
parties thereto without the consent of the related Noteholders for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of such Master Sale Terms and Sale Agreements or of modifying in any
manner the rights of such Noteholders; 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 Sale Terms and any Sale Agreement may also be
amended from time to time by the Seller, the Interim Eligible Lender Trustee,
the Eligible Lender Trustee and the Purchaser, 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 Sale Terms or any Sale
Agreement 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 Eligible
Lender Trustee shall furnish written notification of the substance of such
amendment or consent to the Indenture Trustee, and each of the Rating Agencies.
It shall not be necessary for the consent of Noteholders pursuant to
this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof.
Prior to the execution of any amendment to these Master Sale Terms, the
Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that execution of such amendment is authorized or permitted by
this Sale Agreement and the Opinion of Counsel referred to in Section 7.1(i)(i)
of the Administration Agreement. The Eligible Lender Trustee
-17-
may, but shall not be obligated to, enter into any such amendment which affects
the Eligible Lender Trustee's own rights, duties or immunities under these
Master Terms or otherwise.
SECTION 18. NONPETITION COVENANTS
Notwithstanding any prior termination of these Master Sale Terms,
Seller and the Interim Eligible Lender Trustee shall not acquiesce, petition or
otherwise invoke or cause Purchaser to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
Purchaser under any Federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of Purchaser or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Purchaser.
Notwithstanding any prior termination of these Master Sale Terms, the
Eligible Lender Trustee and the Purchaser shall not acquiesce, petition or
otherwise invoke or cause Seller to invoke the process of commencing or
sustaining a case against the Seller under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of Seller or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Purchaser.
SECTION 19. ASSIGNMENT
The Seller and the Interim Eligible Lender Trustee each hereby assigns
its entire right, title and interest as purchaser and as the Interim Eligible
Lender Trustee under the Purchase Agreement Master Securitization Terms Number
1000 and any Purchase Agreement thereunder to Purchaser as of the date hereof
and acknowledges that the Purchaser and the Eligible Lender Trustee on behalf of
the Purchaser will assign the same, together with the right, title and interest
of the Purchaser and the Eligible Lender Trustee hereunder, to the Indenture
Trustee under the Indenture.
SECTION 20. GOVERNING LAW
These Master Sale Terms and any Sale Agreements shall be governed by
and construed in accordance with the laws of the State of New York 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.
-18-
IN WITNESS WHEREOF, the parties hereto have caused these Master Sale
Terms to be duly executed by their respective officers hereunto duly authorized,
as of the day and year first above written.
SLM FUNDING LLC SLM STUDENT LOAN TRUST 2004-2
--------------- -----------------------------
(Seller) (Purchaser)
by Chase Manhattan Bank USA,
National Association, not in its
individual capacity but solely as
Eligible Lender Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, not in its NATIONAL ASSOCIATION, not in its
individual capacity but solely as Interim individual capacity but solely as
Eligible Lender Trustee Eligible Lender Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
-19-
ATTACHMENT A
SALE AGREEMENT
DATED AS OF MARCH 4, 2004
SALE AGREEMENT NUMBER 1
Each of the Chase Manhattan Bank USA, National Association as Interim
Eligible Lender Trustee (the "Interim Eligible Lender Trustee") for the benefit
of SLM Funding LLC (the "Seller") and the Seller hereby offer for sale to the
Eligible Lender Trustee on behalf of SLM Student Loan Trust 2004-2 (the
"Purchaser") the entire right, title and interest of the Seller and the Interim
Eligible Lender Trustee in the Loans described in the ▇▇▇▇ of Sale and Loan
Transmittal Summary Form incorporated herein and, to the extent indicated below,
the Eligible Lender Trustee on behalf of the Purchaser accepts the Seller's and
the Interim Eligible Lender Trustee's offer. In order to qualify as Eligible
Loans, no payment of principal or interest shall be more than two hundred and
ten (210) days Delinquent as of the Cutoff Date which date shall be February 9,
2004.
TERMS, CONDITIONS AND COVENANTS
In consideration of the Purchase Price, each of the Seller and the
Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to
the Eligible Lender Trustee for the benefit of the Purchaser the entire right,
title and interest of the Seller and the Interim Eligible Lender Trustee in the
Loans accepted for purchase, subject to all the terms and conditions of the Sale
Agreement Master Securitization Terms Number 1000 (the "Master Sale Terms") and
amendments, each incorporated herein by reference, among the Seller, the Interim
Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The
Initial Payment of the Loans shall equal $3,013,648,962.24, equal to
$2,439,045,625, (representing the sale price of the Floating Rate Notes less
underwriters' commissions and fees) calculated using an exchange rate of $1.2605
equals (euro)1.00, plus $627,300,430 (representiNg the sale price of the Reset
Rate Notes less initial purchasers discounts and fees), less $7,526,780
(representing the Reserve Account Initial Deposit), less $34,000,000
(representing the Capitalized Interest Account Initial Deposit) and less $84,875
(representing the Interest Rate Cap Upfront Payment). In addition, the Purchaser
shall make the Collection Account Initial Deposit of $11,085,438.76.
This document shall constitute a Sale Agreement as referred to in the
Master Sale Terms and, except as modified herein, each term used herein shall
have the same meaning as in the Master Sale Terms. All references in the Master
Sale Terms to Loans or Eligible Loans shall be deemed to refer to the Loans
governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all
the representations and warranties contained in the Master Sale Terms and makes
such representations and warranties with respect to the Loans governed by this
Sale Agreement.
Each of the Seller and the Interim Eligible Lender Trustee for the
benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of
the Purchaser to use a copy of the ▇▇▇▇ of Sale, including the Loan Transmittal
Summary Form attached to the ▇▇▇▇ of Sale (in lieu of OE
-1-
Form 1074) as official notification to the applicable Guarantors of assignment
to the Eligible Lender Trustee for the benefit of the Purchaser of the Loans on
the date of purchase.
The parties hereto intend that the transfer of Loans described in the
▇▇▇▇ of Sale and Loan Transmittal Summary Form be, and be construed as, a valid
sale of such Loans. However, in the event that notwithstanding the intentions of
the parties, such transfer is deemed to be a transfer for security, then each of
the Interim Eligible Lender Trustee and the Seller hereby grants to the Eligible
Lender Trustee on behalf of the Purchaser a first priority security interest in
and to all Loans described in the ▇▇▇▇ of Sale and Loan Transmittal Summary Form
to secure a loan in an amount equal to the Purchase Price of such Loans.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Sale Agreement
to be duly executed by their respective officers hereunto duly authorized, as of
the day and year first above written.
SLM FUNDING LLC SLM STUDENT LOAN TRUST 2004-2
--------------- -----------------------------
(Seller) (Purchaser)
by Chase Manhattan Bank USA,
National Association, not in its
individual capacity but solely as
Eligible Lender Trustee
By: _______________________ By: _______________________________
Name: _____________________ Name: _____________________________
Title: ____________________ Title: ____________________________
CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, not in its NATIONAL ASSOCIATION, not in its
individual capacity but solely as Interim individual capacity but solely as
Eligible Lender Trustee Eligible Lender Trustee
By: _______________________ By: _______________________________
Name: _____________________ Name: _____________________________
Title: ____________________ Title: ____________________________
-3-
SALE AGREEMENT NUMBER 1
BLANKET ENDORSEMENT DATED MARCH 4, 2004
Chase Manhattan Bank USA, National Association as Interim Eligible
Lender Trustee for the benefit of SLM Funding LLC (the "Seller"), by execution
of this instrument, hereby endorses the attached promissory note which is one
(1) of the promissory notes (the "Notes") described in the ▇▇▇▇ of Sale executed
by the Seller and the Interim Eligible Lender Trustee for the benefit of the
Seller in favor of Chase Manhattan Bank USA, National Association as Eligible
Lender Trustee on behalf of SLM Student Loan Trust 2004-2 (the "Purchaser").
This endorsement is in blank, unrestricted form and without recourse except as
provided in Section 6 of the Master Sale Terms referred to in the Sale Agreement
among Seller, Purchaser, Interim Eligible Lender Trustee, and the Eligible
Lender Trustee which covers this promissory note.
This endorsement may be effected by attaching either this instrument or
a facsimile hereof to each or any of the Notes.
Notwithstanding the foregoing, the Interim Eligible Lender Trustee for
the benefit of the Seller agrees to individually endorse each Note in the form
provided by Purchaser as Purchaser may from time to time require or if such
individual endorsement is required by the Guarantor of the Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE SALE AGREEMENT
MASTER LOAN SECURITIZATION TERMS 1000. BY EXECUTION HEREOF, THE SELLER
ACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL
TERMS, CONDITIONS AND COVENANTS OF THE SALE AGREEMENT (" SALE AGREEMENT"). THE
SALE AND PURCHASE SHALL BE CONSUMMATED UPON PURCHASER'S PAYMENT TO SELLER OF THE
INITIAL PAYMENT AS DEFINED IN THE MASTER SALE TERMS AND, UNLESS OTHERWISE AGREED
BY SELLER AND PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE ▇▇▇▇ OF SALE.
-1-
IN WITNESS WHEREOF, the parties hereto have caused this Blanket
Endorsement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
SELLER PURCHASER
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim Eligible capacity but solely as Interim
Lender Trustee for the Benefit of SLM Eligible Lender Trustee on behalf
Funding LLC of SLM Student Loan Trust 2004-2
Lender Code: 833 253
By: _______________________ By: _______________________________
(Signature of Authorized (Signature of Authorized
Officer) Signatory for Purchaser)
Name:______________________ Name: _____________________________
Title: ____________________ Title: ____________________________
Date of Purchase: _________________
-2-
ATTACHMENT B
▇▇▇▇ OF SALE DATED MARCH 4, 2004
The undersigned SLM Funding LLC ("Seller") and Chase Manhattan Bank
USA, National Association as Interim Eligible Lender Trustee for the benefit of
the Seller under the Interim Trust Agreement dated as of March 1, 2004 ("Interim
Eligible Lender Trustee"), for value received and pursuant to the terms and
conditions of Sale Agreement Number 1 ("Sale Agreement") among Seller, the
Interim Eligible Lender Trustee, SLM Student Loan Trust 2004-2 ("Purchaser") and
Chase Manhattan Bank USA, National Association as the Eligible Lender Trustee,
do hereby sell, assign and convey to the Eligible Lender Trustee on behalf of
Purchaser and its assignees all right, title and interest of Seller and the
Interim Eligible Lender Trustee, including the insurance interest of Seller and
the Interim Eligible Lender Trustee under the Federal Family Education Loan
Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the
Eligible Lender Trustee on behalf of Purchaser has accepted for purchase. The
portfolio accepted for purchase by the Eligible Lender Trustee on behalf of
Purchaser and the effective date of sale and purchase are described below and
the individual accounts are listed on the Schedule A attached hereto.
Seller hereby makes the representations and warranties set forth in
Section 5 of the Sale Agreement Master Securitization Terms Number 1000
incorporated by reference in the Sale Agreement. Seller and the Interim Eligible
Lender Trustee authorize the Eligible Lender Trustee on behalf of Purchaser to
use a copy of this document (in lieu of OE Form 1074) as official notification
to the Guarantor(s) of assignment to the Eligible Lender Trustee on behalf of
Purchaser of the Loans on the date of purchase.
LISTING OF LOANS ON FOLLOWING PAGE(1)
--------
(1) After the Cutoff Date, the Seller determined that $11,049,529.91 of the
Loans (identified in the "Exception Report" attached hereto) on the listing of
loans on the following page were ineligible for sale to the Seller and to the
Trust and will not be sold hereunder.
-1-
CERTAIN OTHER LOAN CRITERIA
- Not in claims status, not previously rejected
- Not in litigation
- Last disbursement was 30 days or more from cutoff date
- Loan is not swap-pending
*Based upon Seller's estimated calculations, which may be adjusted upward or
downward based upon Purchaser's reconciliation.
**Includes interest to be capitalized.
-2-
GUARANTOR(S):
American Student Assistance
California Student Aid Commission
Colorado Student Loan Program
Connecticut Student Loan Foundation
Educational Credit Management Corporation of Virginia
Florida Bureau of Student Financial Assistance
Georgia Higher Education Assistance Corporation
Great Lakes Higher Education Corporation
Illinois Student Assistance Commission
Iowa College Student Aid Commission
Kentucky Higher Education Assistance Authority
Louisiana Office of Student Financial Assistance
Michigan Guaranty Agency
Montana Guaranteed Student Loan Program
Nebraska Student Loan Program
New Jersey Office of Student Assistance
New York State Higher Education Services Corporation
Northwest Education Loan Association
Oklahoma Guaranteed Student Loan Program
Oregon State Scholarship Commission
Pennsylvania Higher Education Assistance Agency
Student Loan Guarantee Foundation of Arkansas, Inc.
Tennessee Student Assistance Corporation
Texas Guaranteed Student Loan Corporation
United Student Aid Funds, Inc.
-3-
EXCEPTION REPORT
[To be attached hereto]
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
Chase Manhattan Bank USA, National Chase Manhattan Bank USA, National
Association, not in its individual Association, not in its individual
capacity but solely as Interim Eligible capacity but solely as Interim
Lender Trustee for the Benefit of SLM Eligible Lender Trustee on behalf
Funding LLC of SLM Student Loan Trust 2004-2
Lender Code: ______________
By: _______________________ By: _______________________________
(Signature of Authorized (Signature of Authorized
Officer) Signatory for Purchaser)
Name:______________________ Name: _____________________________
Title: ____________________ Title: ____________________________
Date of Purchase: _________________
SLM FUNDING LLC
By:______________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
