1
EXHIBIT 99.28
TENTH SUPPLEMENTAL PURCHASE AGREEMENT
Dated as of November 27, 1996
Xxxxxx Xxx, Inc. ("Xxxxxx Mae") hereby offers for sale to Xxxxxx Xxx
Education Funding, LLC ("Funding") the entire right, title and interest of
Xxxxxx Mae in the Student Loans described in the Xxxx of Sale and Student Loan
Transmittal Summary Form incorporated herein and, to the extent indicated below,
Funding accepts Xxxxxx Mae's offer. In order to qualify as Qualified Loans, no
payment of principal or interest shall be more than sixty (60) days Delinquent
as of the Cutoff Date which date shall be November 27, 1996. Notwithstanding the
foregoing, to the extent Xxxxxx Xxx is deemed to retain any right, title or
interest in the Student Loans, Xxxxxx Mae grants to Funding a security interest
therein.
TERMS, CONDITIONS AND COVENANTS
-------------------------------
In consideration of the Purchase Xxxxx, Xxxxxx Xxx hereby sells, transfer,
convey and assign to Funding the entire right, title and interest of Xxxxxx Mae
in the Student Loans accepted for purchase, subject to all the terms and
conditions of the Master Terms Purchase Agreement ("Master Terms Agreement") and
any amendments thereto, incorporated herein by reference, among Xxxxxx Xxx and
Funding. The Purchase Price of the Student Loans shall equal $636,889.11.
This document shall constitute a Purchase Agreement as referred in the
Master Terms Agreement and, except as modified herein, each term used herein
shall have the same meaning as in the Master Terms Agreement. All references in
the Master Terms Agreement to Student Loans or Qualified Loans shall be deemed
to refer to the Student Loans governed by this Purchase Agreement. Xxxxxx Mae
hereby makes, as of the date hereof, all the representations and warranties
contained in the Master Terms Agreement and makes such representations and
warranties with respect to the Student Loans governed by this Purchase
Agreement.
Xxxxxx Xxx authorizes Funding to use a copy of the Xxxx of Sale, including
the Student Loan Transmittal Summary Form attached to the Xxxx of Sale, as
official notification to any Guarantor of assignment on the date of purchase.
The parties hereto intend that the transfer of Student Loans described in
the Xxxx of Sale and Student Loan Transmittal Summary Form be, and be construed
as, a valid sale of such Student Loans from Xxxxxx Xxx to Funding. However, in
the event that notwithstanding the intention of the parties, such transfer is
deemed to be a transfer for security, then Xxxxxx Mae hereby grants Funding a
first priority security interest in and to all Student Loans described in the
Xxxx of Sale and Student Loan Transmittal Summary Form to secure a loan in an
amount equal to the Purchase Price of such loans.
XXXXXX MAE, INC. XXXXXX XXX EDUCATION FUNDING, LLC
(SELLER) (PURCHASER)
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
---------------------------- -----------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx
Title: Treasurer Title: Treasurer
2
TENTH SUPPLEMENTAL PURCHASE AGREEMENT
BLANKET ENDORSEMENT DATED NOVEMBER 27, 1996
Xxxxxx Mae, Inc. ("Xxxxxx Xxx"), by execution of this instrument, hereby
endorses the attached promissory note which is one (1) of the promissory notes
("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of
Xxxxxx Mae Education Funding, LLC ("Funding"). This endorsement is in blank,
unrestricted form and without recourse except as provided in Section 6 of the
Master Terms Purchase Agreement referred to in the Purchase Agreement among
Xxxxxx Xxx and Funding which covers this promissory note.
This endorsement may be effected by attaching this instrument to each or
any of the Notes.
Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse
each Note in the form provided by Funding as Funding may from time to time
require or if such individual endorsement is required by any Guarantor of the
Note.
THE SALE AND PURCHASE OF THE STUDENT LOANS SHALL BE SUBJECT TO THE TERMS,
CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE
PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE
HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND
COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED
UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE PURCHASE PRICE AND, UNLESS OTHERWISE
AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX
OF SALE.
SELLER PURCHASER
------------------------------ ---------------------------------
Xxxxxx Mae, Inc. Xxxxxx Xxx Education Funding, LLC
00 Xxxxxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
--------------------------- ------------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx
Title: Treasurer Title: Treasurer
Date of Purchase: November 27, 1996
3
XXXX OF SALE DATED NOVEMBER 27, 1996
The undersigned ("Xxxxxx Mae"), for value received and pursuant to the
terms and conditions of the Tenth Supplemental Purchase Agreement ("Purchase
Agreement") between Xxxxxx Xxx Education Funding, LLC ("Funding") and Xxxxxx
Mae, does hereby sell, assign, transfer and convey to Funding and its assignees
all right, title and interest of Xxxxxx Xxx in the Student Loans identified
herein which Funding has accepted for purchase. A summary of the portfolio
accepted for purchase by Funding and the individual Borrower accounts are listed
on SCHEDULE A attached hereto.
Xxxxxx Mae hereby makes the representations and warranties set forth in
Section 5 of the Master Terms Purchase Agreement incorporated by reference in
the Purchase Agreement. Xxxxxx Xxx authorizes Funding to use a copy of this
document as official notification to any Guarantor of assignment to Funding of
the Student Loans on the date of purchase.
SELLER PURCHASER
------------------------------ ---------------------------------
Xxxxxx Mae, Inc. Xxxxxx Xxx Education Funding, LLC
00 Xxxxxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
--------------------------- ------------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx
Title: Treasurer Title: Treasurer
Date of Purchase: November 27, 1996
4
TENTH SUPPLEMENTAL PURCHASE AGREEMENT
Schedule A
----------
Number of Principal Interest
Sale # Loans Balance Balance Purchase Price
----- ------- ------- --------------
10 111 $636,889.11 $0 $636,889.11
