Exhibit 10.21
LENDER AGREEMENT FOR GUARANTEE OF STUDENT LOANS WITH FEDERAL REINSURANCE
(Originating Lender)
For loans eligible for guarantee under the Higher Education Act of
1965, as amended (the "Act").
WHEREAS, Student Loan Finance Corporation and Subsidaries, US Bank as
Trustee located at, 000 X. Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxx, 00000 using
U.S. Department of Education ("ED") Lender ID number 833405 (the "Lender")
wishes to secure loan guarantees with the Nebraska Student Loan Program, Inc.
("NSLP") on federal student loans made to "Eligible Borrowers" (as hereinafter
defined) at eligible institutions pursuant to the Act; and
WHEREAS, Lender represents that it is an eligible lender under the
provisions of the Act and the "Program Rules" (as hereinafter defined).
NOW, THEREFORE, it is mutually agreed that:
1. The following words and terms shall have the following meanings
unless otherwise herein provided or unless the context or use
clearly indicates another or differing meaning or intent:
(a) "Act" shall mean Title IV, Part B, of the Higher Education
Act of 1965, as amended, the regulations promulgated
thereunder, and all official interpretations of federal
requirements as issued by ED;
(b) "Agreement" shall mean this Agreement;
(c) "Eligible Borrower" shall mean a borrower as defined by the
Act;
(d) "Eligible Loan" shall mean a loan as defined by the Act; and
(e) "Program Rules" shall include, but are not limited to, the
Act, the Common Manual - Unified Student Loan Policy, NSLP
Operations Alerts and NSLP correspondent materials. All such
Program Rules, as amended from time to time, are
specifically incorporated into and made a part of this
Agreement.
2. NSLP shall guarantee Eligible Loans made by the Lender, which
have been made in conformance with the Program Rules. For each
twelve month term commencing with the date of this Agreement and
continuing with the anniversary date thereof for all years
thereafter, NSLP shall provide guarantee and related services to
Lender for not more than $50,000,000 principal amount of Eligible
Loans made to students attending institutions of higher learning
with an expected attendance/graduation duration of at least four
(4) years, and not more than $5,000,000 principal amount of
Eligible Loans made to students attending institutions with an
expected attendance/graduation duration of less than four (4)
years. NSLP shall review the principal amount of Eligible Loans
on a quarterly basis to determine compliance with respect to this
provision.
3. NSLP and the Lender agree that upon the default of a promissory
note and the filing of a claim on such promissory note by the
Lender, such claim shall be processed as provided for in the
Program Rules.
4. NSLP agrees to maintain reserves as defined by the Act for the
payment of claims/purchase of loans pursuant to the reinsurance
contracts with the Secretary of Education.
5. Lender shall make an Eligible Loan only to those eligible
Borrowers permitted by the Program Rules.
6. The Lender shall determine that each Eligible Loan obligation is
a legal, valid and binding obligation of the Eligible Borrower,
and shall engage in the requisite due diligence relative to the
granting, servicing, and collection of Eligible Loans as required
by the Program Rules. Lender shall document in the loan file the
basis on which it made its determination and due diligence and
retain the same for the term required by the Program Rules.
Lender acknowledges that NSLP has no responsibility to review
determinations or due diligence activity of Lender.
7. Lender shall notify NSLP in writing if any servicing or
management of the Lender's Eligible Loans guaranteed by NSLP is
done by an entity other than the lender of record.
8. Each Eligible Loan originated by Lender has been made at an
interest rate not otherwise prohibited by the Act.
9. Each Eligible Loan shall be subject to repayment on the terms
stated in the Act.
10. The Lender agrees to remit to NSLP any fees permitted by the Act
and the Program Rules or as otherwise required by XXXX.
00. XXXX and the Lender agree that the guarantee on any particular
Eligible Loan shall be effective for the term of that Eligible
Loan on the effective date determined in accordance with the
Program Rules.
12. In making Eligible Loans to Eligible Borrowers, the Lender agrees
to comply with all applicable federal and state laws in addition
to (and not in conflict with) the Program Rules.
13. In the event the Lender, its servicing agent, any transferee or
subsequent servicing agent shall violate or fail to comply with
the Program Rules with respect to any Eligible Loan, Lender shall
assume liability for and agrees to indemnify and keep harmless
NSLP, its successors, assigns, directors, officers and agents
from and against any and all liabilities, losses, damages,
penalties, claims, actions, expenses and disbursements, including
legal fees and expenses, imposed on, incurred by or
asserted against them or any of them, in any way relating to or
arising out of such violation or failure to comply with the
Program Rules, irrespective of whether NSLP shall have purchased
such Eligible Loans from the Lender.
14. The Lender shall maintain for all Eligible Loans guaranteed a
system of records and accounts, shall afford access thereto, and
shall furnish such periodic and separate reports as may
reasonably be required by ED and NSLP under the Program Rules.
For Eligible Loans paid in full or otherwise discharged, the
records shall be retained by the Lender as required by the
Program Rules.
15. NSLP shall guarantee Eligible Loans without regard to sex, age,
race, color, religion, handicapped status, income, national
origin, or any other basis prohibited by applicable law. The
Lender will not discriminate in the making of loans to Eligible
Borrowers or in the treatment of such Eligible Borrowers on any
prohibited basis.
16. This Agreement shall inure to the benefit of and be binding upon
NSLP, the Lender and their respective successors; provided,
however, this Agreement may not be assigned by either party
hereto, either in whole or in part, without the prior written
consent of the other party, which consent may not be unreasonably
withheld.
17. Subject to the prior written approval of the Lender, which
approval shall not be unreasonably withheld, NSLP may transfer
Eligible Loans which are guaranteed to any other guarantor which
has given NSLP its prior written approval of such transfer.
Lender may likewise transfer Eligible Loans to another
NSLP-approved lender or eligible holder, and shall notify NSLP of
any proposed transfer of NSLP guaranteed loans by sale, payoff or
pledge to such approved lender or eligible holder.
18. This Agreement may be terminated by the Lender upon ninety (90)
days advance written notice to NSLP. The Lender is required to
give NSLP ninety (90) days advance written notice of termination
if the Lender intends to cease making Eligible Loans under this
Agreement. This Agreement may be terminated, suspended or limited
by NSLP in any manner provided for in the Program Rules. Such
termination, suspension or limitation shall not affect the
coverage of Eligible Loans previously guaranteed.
In addition, this Agreement may be terminated by NSLP upon ninety
(90) days written notice to the Lender in the event NSLP intends
to cease guaranteeing Eligible Loans of Lender. Upon receipt of
the termination notice, Lender shall immediately cease
origination and disbursement of all loans contemplated under this
Agreement Lender will have ninety (90) days from receipt of the
termination notice to obtain a guarantee from NSLP on all
Eligible Loans originated and disbursed prior to receipt of the
termination notice.
19. Lender agrees to indemnify and hold harmless NSLP from any
obligations arising out of or related to Eligible Loans not
originated and serviced in the manner required by the Act and the
Program Rules.
20. This Agreement shall be governed by the laws of the State of
Nebraska, except to the extent federal law and/or regulations
apply to the subject matter hereof. This Agreement shall not be
varied by oral agreement but only by an instrument in writing
duly executed by both parties. Any legal or equitable judicial
proceeding arising out of or related to this Agreement shall be
heard solely in the courts located in the City of Lincoln,
Lancaster County, Nebraska, as the forum of choice of the parties
to this Agreement. This Agreement represents the entire
understanding of the parties with respect to the subject matter
and supersedes all other communications between the parties.
This Agreement is made this 30/th/ day of January, 2002.
Student Loan Finance
Corporation
and Subsidaries, US
Lender: Bank as Trustee
Lender ID #: 833405
ATTEST:
By: /s/ Xxxxx Xxxxxx By: /s/ Xxx Xxxxxx
Title: Executive Vice President Title: Xxx Xxxxxx, Corporate Trust
Officer
Signature Date: 1-30-02
ATTEST: NEBRASKA STUDENT LOAN PROGRAM, INC.
By: /s/ Xxxxxx x. Xxxxx By: /s/ Xxxxx Xxxxxxxxx
Title: Supervisor, Admin. Services Title: Executive Vice President
Signature Date: 2-15-02
NSLP PROCESSING AGREEMENT
Student Loan Finance Corporation and Subsidaries, US Bank as Trustee
hereinafter referred to as "Lender"), hereby provides the following
authorization to the Nebraska Student Loan Program, Inc. (hereinafter referred
to as "NSLP"). The Lender has executed the "Nebraska Student Loan Program, Inc.
Lender Agreement for Guarantee of Educational Loans with Federal Reinsurance"
and is an approved lender with the Department of Education ("ED").
The Lender agrees to expedite loan guarantee processing by allowing schools
or borrowers to submit applications directly to NSLP for guarantee processing
without first being submitted to the Lender. The procedure facilitates the NSLP
processing format including submission of paper applications from the school to
NSLP or the electronic transmission of applications from the school to NSLP and
subsequent issuance of the Note of guarantee to the lender, either manually or
electronically.
The Lender has and retains the authority to approve or disapprove each
application processed by NSLP under the terms of this Agreement. Lender approval
is signified by the disbursement of funds or an Electronic Funds Transfer of
borrower educational loan proceeds. This Agreement does not make NSLP an
originator of any loan by processing an application in accordance with this
Agreement.
This Agreement is not assignable or transferable by either party without
prior written approval from the other. This Agreement can only be amended in
writing by both parties. This Agreement may be terminated or further limited by
NSLP in any manner provided for by the Act, the regulations of NSLP, or the
regulations of ED upon 60 days written notice from NSLP to the Lender.
Lender Code: 833405
Student Loan Finance Corporation and NEBRASKA STUDENT LOAN PROGRAM, INC.
Subsidaries, US Bank as Trustee
Xxxxxx X. Xxxxxx
Xxx Xxxxxx, Corporate Trust Officer Vice President, Business Development
/s/ Xxx Xxxxxx /s/ Xxxxxx X. Xxxxxx
Address: Address:
000 Xxxxx Xxxx Xxx. X.X. Xxx 0000 0000 X Xxxxxx
Xxxxx Xxxxx, XX 00000-0000 Xxxxxxx, XX 00000
Date: 1-30-2002 Date: 0-00-00
XXXX
Xxxxxxx, Xxxxxxxx Blanket Certificate of Guarantee with Respect to Student
Loans With Federal Reinsurance
WHEREAS, Nebraska Student Loan Program, Inc. dba National Student Loan Program
("NSLP") located in Lincoln, Nebraska and Student Loan Finance Corporation and
Subsidaries, US Bank as Trustee located in 000 X. Xxxx Xxxxxx, Xxxxx Xxxxx,
Xxxxx Xxxxxx 00000 (the "Lender"), making loans in the Federal Family Education
Loan Program ("FFELP") under U.S. Department of Education Xxxxxx XX 000000, have
entered into a Lender Agreement for Guarantee of Student Loans with Federal
Reinsurance dated 1-30-2002 (the `Agreement"); and
WHEREAS, under the Agreement, the Lender is authorized to make Eligible Loans;
and
WHEREAS, under the Agreement, NSLP has agreed that Eligible Loans, if made by
Lender in accordance with the terms of the Agreement, will be guaranteed by
NSLP.
NOW, THEREFORE, NSLP issues this Blanket Certificate of Guarantee with Respect
to Student Loans with Federal Reinsurance ("Certificate") upon the following
terms and conditions:
1. Certificate as Addendum. This Certificate is an addendum to the
Agreement. All terms and conditions of the Agreement remain in effect
unless otherwise specified in this Certificate. All capitalized terms
in this Certificate not otherwise defined herein have the same meaning
as those capitalized terms defined in the Agreement. Such capitalized
terms and definitions are specifically incorporated by reference in
this Certificate.
2. Effective Date of Certificate. This Certificate is issued for the
blanket guarantee of Eligible Loans by NSLP in accordance with the Act
and Program Rules. This Certificate is effective from the date of
execution of this Certificate. Except as described in Paragraph 7 of
this Certificate, either party may terminate this Certificate ninety
(90) days after providing written notice to the other party.
3. Terms and Conditions of Loans Guaranteed Under Certificate. Eligible
Loans made by the Lender and guaranteed under the Agreement and this
Certificate carry terms and conditions as required by the Act and
Program Rules except that:
(a) The Lender may disburse Eligible Loan proceeds prior to
submitting Eligible Loan data to NSLP, and
(b) NSLP's guarantee on any Eligible Loan made by the Lender under
this Certificate will take effect on the date the Lender makes
the first disbursement of the Eligible Loan, and
(c) Loans made by the Lender that are not Eligible Loans will be
guaranteed by NSLP provided the Lender did not know or have
reason to know of
(18)
information indicating that such loans are not Eligible Loans
prior to partially or fully disbursing them and provided that the
Lender, upon learning that such loans are not Eligible Loans,
adheres to the ineligible borrower provisions of the Common
Manual and other Program Rules.
(d) The Lender will transmit to NSLP data concerning each Eligible
Loan guaranteed under this Certificate via a mutually agreed-upon
standard reporting format. Such data will be transmitted
according to a mutually agreed-upon schedule, but within ten (10)
business days of the first disbursement date for all Eligible
Loans made under this Certificate. Within five (5) business days
of receiving an Eligible Loan's data from Lender, NSLP will
transmit to the Lender an acknowledgment of receipt of the
Eligible Loan's data. In the event a transmission is not readable
by the other party, both parties will undertake all reasonable
efforts to ensure delivery of such transmissions within sixty
(60) calendar days of the first disbursement date.
4. Institutional Participation Under Certificate. The Lender may make
Eligible Loans guaranteed under this Certificate to students attending
any eligible institution of higher education, as defined under the Act
and Program Rules. However, if NSLP provides the Lender with written
notice that NSLP has determined that an institution is no longer
eligible to participate in the Certificate program, the Lender will
immediately stop making Eligible Loans under this Certificate to
students attending the institution. Such notice will not affect NSLP's
guarantee on Eligible Loans first disbursed prior to the Lender's
receipt of the notice.
5. Termination of Guarantee Under Certificate. NSLP reserves the right to
terminate its obligation to honor the Lender's claim on any Eligible
Loan made during the Certificate Period upon the date the Lender fails
in a material respect to adhere to the terms and conditions of this
Certificate.
6. Effect of Cancellation of Agreement. This Certificate is immediately
cancelled and is of no further effect in the event that the Agreement
is terminated by either party in accordance with the terms of the
Agreement. This Certificate's cancellation will not affect the
Lender's responsibilities, as defined by the Agreement, nor NSLP's
guarantee on Eligible Loans made prior to the effective date of the
cancellation.
7. Limitation, Suspension, or Termination of Certificate. This
Certificate may be limited, suspended, or terminated by NSLP in
accordance with the Act and Program Rules. This Certificate's
limitation, suspension, or termination will not take effect until
thirty (30) days after NSLP provides such notice and it will not
affect NSLP's guarantee on Loans made prior to the effective date of
the limitation, suspension, or termination.
(18)
8. Successor Corporations. The Lender may assign this Certificate, and
its rights and responsibilities under this Certificate, to any
successor corporation formed by purchase, merger, or acquisition of
the Lender provided the successor corporation is:
(a) An Eligible Lender, has signed an NSLP Lender Agreement for
Guarantee of Student Loans with Federal Reinsurance, and
(b) Bound by the terms of that Agreement and this Certificate on the
date of transfer of ownership.
9. Sale, Assignment, or Transfer of Certificate. The Lender may not sell,
assign, or otherwise transfer this Certificate to any other party
except as described in Paragraph B of this Certificate without prior
written approval of NSLP.
Consented as to Content and Form by: Approved by:
STUDENT LOAN FINANCE
CORPORATION & SUBSIDIARIES
(Lender) US BANK AS TRUSTEE
(833405) NSLP
/s/ Xxx Xxxxxx /s/ Xxxxx Xxxxxxxxx
Xxx Xxxxxx Xxxxx Xxxxxxxxx, Executive Vice President
Corporate Trust Officer Date: 2-15-02
