Exhibit 10.14
GUARANTEE AGREEMENT
BETWEEN
MASSACHUSETTS HIGHER EDUCATION ASSISTANCE CORPORATION
doing business as AMERICAN STUDENT ASSISTANCE
AND
STUDENT LOAN FINANCE CORPORATION & SUBSIDIARIES
(US BANK, TRUSTEE)
WHEREAS, The Massachusetts Higher Education Assistance Corporation doing
business as American Student Assistance (hereinafter "ASA"), at 000 Xxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, a private nonprofit corporation created by
Chapter 298 of the Acts of 1956 of the Commonwealth, administers several loan
guarantee programs providing financial assistance to and on behalf of students
enrolled in programs of higher education; and
WHEREAS, STUDENT LOAN FINANCE CORPORATION & SUBSIDIARIES (US BANK TRUSTEE)
(833405) (hereinafter "LENDER"), qualifies as an eligible lender under one or
more of these programs, fulfilling such criteria as have been set forth by
federal and state statute and regulation, and those set forth by the Board of
Directors of ASA pertaining to the particular program; and
WHEREAS, LENDER is willing to make loans to eligible borrowers as such are
defined in this agreement and in the policies of ASA, and ASA is willing to
guarantee the payment of principal and interest in the event of the borrower's
default of repayment in accordance with the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of the mutual covenants contained herein,
ASA and LENDER agree as follows:
Section 1. DEFINITIONS
These definitions are meant to incorporate and be consistent with the more
detailed definitions within the Federal Family Education Loan Program
Regulations located at 34 C.F.R. (S) 682. et seq.
1. "AGREEMENT" - shall mean this LENDER agreement to the extent that
LENDER and ASA have indicated the willingness of each to participate in the
programs as evidenced by signature or initial.
2. "BORROWER" - shall mean any person or persons executing a promissory
note individually or jointly for the purpose of obtaining funds from LENDER
under one of the programs authorized by this Agreement.
3. "DEFAULT" - shall mean the failure of the BORROWER to repay borrowed
amounts when due, and/or the failure of the BORROWER to comply with the terms of
the promissory note.
4. "DUE DILIGENCE" - shall mean the utilization by LENDER of policies,
practices and procedures in the origination, servicing and collection of loans
which are consistent with LENDER's policies, practices and procedures applicable
to its other consumer loan and credit portfolios and which comply with the
requirements of federal and state statute and regulation and ASA policies. DUE
DILIGENCE includes, but is not limited to, the remission of guarantee fees to
ASA in an amount and time frame as specified by ASA.
5. "FEDERAL STUDENT LOAN RESERVE FUND" (referred to as Federal Fund)
shall mean the reserve account maintained by ASA as a source from which to pay
insurance claims and to assure LENDER of the ASA's ability to perform its
commitments to LENDER under this Agreement.
6. "FORMS" - shall mean such application forms, promissory notes and
administrative forms as are provided by and/or required by ASA for participation
in any of the programs authorized by this AGREEMENT.
7. "GUARANTEE" - shall mean the guarantee of payment given by ASA to
LENDER by which ASA covenants to pay to LENDER such principal and interest as
may be provided by the terms of each program after being assured that LENDER has
exercised DUE DILIGENCE in its origination, servicing and collection and that
the necessary documents have been submitted to ASA in the form required.
8. "LIMITATION, SUSPENSION OR TERMINATION" - shall mean the restrictions
imposed by ASA upon LENDER's continued participation in any of the programs
authorized by this AGREEMENT. The cause of such restrictions, the process by
which such restrictions may be imposed, and their nature and scope are set forth
in Section 3 of this AGREEMENT.
9. "SCHOOL" - Shall mean an institution of higher education as that term
is defined in section 481 of the ACT and 34 CFR 682.200, whose programs satisfy
the definition of "eligible program" in 34 CFR 668 and which has in effect a
current agreement with the Secretary under 34 CFR 682.600.
10. "FEDERAL FAMILY EDUCATION LOAN PROGRAM" - shall mean the Federal
Xxxxxxxx Loan, Federal PLUS Loan, Federal Supplementary Loans for Students,
Federal Consolidation Loan and other federal education loan programs
administered by ASA.
Section 2. TERMS AND CONDITIONS OF LOANS ORIGINATED AND HELD UNDER THE FEDERAL
FAMILY EDUCATION LOAN PROGRAM ADMINISTERED BY ASA
1. Statutes governing the FEDERAL FAMILY EDUCATION LOAN PROGRAM are
enacted as Part B of Title IV of The Higher Education Act of 1965, as amended
(20 United States Code Section 1071 et seq.). Regulations affecting program
administration are adopted by the Secretary of the United States Department of
Education and are published in the Code of
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Federal Regulations. Proposed revisions to such Regulations are published in the
Federal Register.
2. ASA participates in the FEDERAL FAMILY EDUCATION LOAN PROGRAM as a
private nonprofit guarantee agency pursuant to contractual agreements with the
United States Department of Education. These agreements confer eligibility upon
BORROWERS to receive full or partial interest subsidy, upon lenders to receive
interest and special allowance payments and upon ASA to receive insurance and
reinsurance payments in the event of death, disability, bankruptcy, closed
school, false certification or DEFAULT. ASA hereby represents and covenants that
it will structure and operate its programs in such a mariner as to preserve to
the full extent possible the benefits of these federal agreements.
3. LENDER covenants that it will comply with all applicable requirements
of federal and state statutes and regulations and with all requirements and
policies of ASA. Furthermore, LENDER will administer the FEDERAL FAMILY
EDUCATION LOAN PROGRAM in conformity with sound lending practices and standards
of DUE DILIGENCE as applied to the programs.
4. In its administration of the FEDERAL FAMILY EDUCATION LOAN PROGRAM,
LENDER shall utilize forms approved and distributed by ASA and/or by the United
States Department of Education. LENDER will also be authorized to collect and
shall collect such fees as may be required of the BORROWER, by ASA, or the
United States Department of Education, and shall apply the payment or allocation
of such fees as directed.
5. In the event of the DEFAULT, death, total and permanent disability,
closed school, false certification or discharge in bankruptcy of a BORROWER, as
such events are defined in applicable law and regulation, ASA will accept a
claim for payment upon its GUARANTEE and, if satisfied that standards of DUE
DILIGENCE have been met, make payment to LENDER in an amount equal to the
outstanding and unpaid principal amount plus interest accrued since the date of
last payment or maturity to the date of payment by ASA, to the extent that such
interest does not exceed the maximum number of days authorized by ASA or federal
law and regulations.
6. LENDER agrees that it will prepare and make available such reports or
other information as may be reasonably required by ASA or the United States
Department of Education and further, that independent auditors or authorized
representatives of ASA or such Department shall have access to the operations
and financial records and procedures pertaining to the Xxxxxxxx, PLUS, SLS and
Consolidation programs or any other federal program administered by ASA.
7. If LENDER shall violate, or fail to comply with, any of the terns of
this Agreement, it shall become liable to ASA in an amount equal to the damages
sustained by ASA by virtue of such violation or failure to comply. ASA may, at
its option, and in addition to any other remedies available to it at law or in
equity, invoke and apply the provisions of Section 3 of this AGREEMENT relating
to LIMITATION, SUSPENSION OR TERMINATION.
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Section 3. LIMITATION, SUSPENSION OR TERMINATION OF LENDER PARTICIPATION
l. As a lender participating in the FEDERAL FAMILY EDUCATION LOAN PROGRAM
administered by ASA, LENDER shall administer its loan portfolio(s) in accordance
with applicable federal and state law and regulations, with ASA policies, and
with sound lending practices.
2. In the event that ASA determines that LENDER's administration of such
programs does not satisfy the required levels of DUE DILIGENCE or that the
DEFAULT or delinquency rate of loans originated or held by LENDER is excessive,
ASA will inform LENDER of the noted deficiencies and of corrective actions
required in order to continue participation.
3. LENDER shall implement the recommended corrective action and/or take
other action to rectify each of the administrative deficiencies noted by ASA
within the time specified by ASA or as agreed to by LENDER and ASA.
4. In the event that LENDER fails to rectify such deficiencies in a timely
and prudent manner, ASA may, in its discretion, impose LIMITATION, SUSPENSION OR
TERMINATION sanctions as it may deem appropriate, after affording LENDER an
opportunity to respond. However, ASA may impose such sanctions on LENDER without
a hearing if ASA determines that emergency action is necessary in order to
prevent monetary loss to ASA and the federal government. LENDER may appeal any
LIMITATION, SUSPENSION OR TERMINATION sanctions by ASA.
5. LIMITATION sanctions provide for the continued participation of LENDER
but subject to such special conditions, procedures or timetables as may be
established by ASA.
6. SUSPENSION sanctions include the temporary termination of LENDER's
eligibility for participation for a specified period of time or until LENDER
satisfies the standards established by ASA to remove the SUSPENSION.
7. TERMINATION sanctions may be invoked by ASA where the administrative
deficiencies are substantial and where LENDER has not taken timely corrective
action. TERMINATION of LENDER's eligibility for participation will be effected
after having provided LENDER with an opportunity for a hearing. Restoration of
LENDER's eligibility for participation can be accomplished only upon submission
of a new application for such participation and ASA's approval of such
application after consideration of eligibility standards then required by the
Board of Directors.
Any LIMITATION, SUSPENSION OR TERMINATION hereunder shall be prospective
only and shall not affect the obligations of the parties hereto which were
incurred prior to such LIMITATION, SUSPENSION OR TERMINATION.
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The AGREEMENT may be modified only by written agreement of the parties
hereto. Any waiver, modification or failure to insist upon the strict
performance of the duties of either party to this AGREEMENT shall not be
construed as a waiver or modification generally or of such particular condition
in a subsequent instance.
This AGREEMENT may be terminated by either party at anytime by providing at
least thirty (30) days' written notice of such termination to the other party
hereto. Such termination, however, shall be prospective only and shall not
affect the obligations of the parties hereto, which were incurred prior to such
termination.
IN WITNESS WHEREOF, ASA and LENDER have caused this instrument to be
executed by duly authorized officers and affixed with the corporate seal of each
as of the day and year indicated below.
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By checking below, LENDER signifies its intent to participate in the
programs checked.
[X] Participation in the Federal (Subsidized and Unsubsidized) Xxxxxxxx
Loan Programs
[X] Participation in the Federal PLUS Loan Program
[X] Participation in the Federal Consolidation Loan Program
[ ] Participation in the Federal Loan Rehabilitation Program
[ ] Participation in the ASA Lender of Last Resort Program
MASSACHUSETTS HIGHER
EDUCATION ASSISTANCE
CORPORATION doing business as
AMERICAN STUDENT ASSISTANCE
By: /s/ Xxxx X. Xxxxx
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Printed Name: Xxxx X. Xxxxx
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Title: President
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Date: 6/19/02
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Witness: /s/ (signature unreadable)
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STUDENT LOAN FINANCE
CORPORATION & SUBSIDIARIES
(US BANK, TRUSTEE)
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------------
Printed Name: Xxxxxxx Xxxxxxxx
-----------------------------
Title: Vice President
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Date: 4-23-02
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Witness: /s/ Xxxxx Xxxxx
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EIN #: 00-0000000
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Lender Code: 833405
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