AMENDED AND RESTATED NOTE PURCHASE AGREEMENT EDUCATION ONE LOAN PROGRAM
|
CONFIDENTIAL
MATERIALS OMITTED AND FILED
SEPARATELY WITH THE
SECURITIES
AND EXCHANGE COMMISSION.
ASTERISKS DENOTE
OMISSIONS.
|
Exhibit
99.1
EXECUTION
5/1/02
AMENDED
AND RESTATED NOTE PURCHASE AGREEMENT
EDUCATION
ONE LOAN PROGRAM
This
Amended and Restated Note Purchase Agreement, by and between BANK ONE, NATIONAL
ASSOCIATION (“Bank One”), a national banking association organized under the
laws of the United States and having a principal office located at 000 Xxxx
Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, and THE FIRST MARBLEHEAD CORPORATION, a
Delaware corporation having a principal place of business at 00 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxxx (“FMC”), dated as of May 1, 2002;
W
I T N E
S S E T H:
WHEREAS,
Bank One is in the business of making education loans under education lending
programs, including, without limitation, the EDUCATION ONE Loan Program (as
hereinafter defined); and
WHEREAS,
FMC exists to provide funds for education loans for the benefit of students
at
Participating Institutions; and
WHEREAS,
pursuant to a Note Purchase Agreement between FMC and Bank One dated April
30,
2001, as amended by two Amendments to Note Purchase Agreement dated August
1,
2001, and an Amendment to Program Agreements dated October 1, 2001 (“Old Note
Purchase Agreement”), Bank One has agreed to sell, from time to time, pools
containing Bank One private education loans originated by Bank One under a
program known as EDUCATION ONE (“EDUCATION ONE”) to FMC or a Purchaser Trust
(all as hereinafter defined); and
WHEREAS,
the EDUCATION ONE Loans are made by Bank One and purchased by FMC or a Purchaser
Trust on the condition that they qualify for and in fact are covered by a
guaranty issued by The Education Resources Institute, Inc., a Massachusetts
nonprofit corporation having its principal offices at 000 Xxxxxx Xxxxxx, Xxxxxx,
XX 00000 (“XXXX”); and
WHEREAS
the parties wish to amend and restate the Old Note Purchase Agreement and to
enter this Amended and Restated Note Purchase Agreement to take effect as of
May
1, 2002 (the “Effective Date”); and
WHEREAS
the parties intend that this Amended and Restated Note Purchase Agreement
supersedes and replaces the Old Note Purchase Agreement in its entirety and
that
the purchase of any and all EDUCATION ONE Conforming Loans on or after the
Effective Date will be made under the terms and conditions of this Amended
and
Restated Note Purchase Agreement and not under the Old Note Purchase
Agreement;
NOW,
THEREFORE, in consideration of these presents and the covenants contained
herein, the parties hereto hereby agree as follows:
I. Definitions.
"Affiliate"
shall mean, as to any person, any other person which, directly or indirectly,
is
in control of, is controlled by, or is under common control with, such person.
A
person shall be deemed to control another person if the controlling person
possesses, directly or indirectly, the power to direct or to cause the direction
of the management and policies of the other person, whether through the
ownership of voting securities, by contract or otherwise.
“Agent”
means State Street Bank & Trust Company, or a successor agent under the
Deposit and Security Agreement.
“Ambac”
means Ambac Assurance Corporation.
“Bond
Insurer” means Ambac, or any other provider of credit insurance with respect to
the obligations of the Purchaser Trust.
"Business
Day" shall mean any day other than: (a) a Saturday or Sunday, or (b) a day
on
which banking institutions in the state in which Bank One is headquartered
are
required or authorized by law or executive order to be closed.
“Closing
Period” means, with respect to any EDUCATION ONE Loan, the [**]days immediately
following a Purchase Period with respect to such loan or such longer period
as
may be permitted to schedule a Purchase Date under Section 2.03.
“Collateral”
has the meaning set forth in the Deposit and Security Agreement.
“Deposit
and Security Agreement” means the agreement of that name among Bank One, Agent,
XXXX and FMC dated as of April 30, 2001.
“Education
One” means Education One Group, a subsidiary of USA Education, Inc., f/k/a SLM
Holding Corporation, organized under the laws of the State of
Indiana.
"EDUCATION
ONE Loan Pool" or "Pool" shall mean and refer to a group of EDUCATION ONE Notes
purchased and pledged or intended to be purchased and pledged as collateral
in a
particular Securitization Transaction.
“EDUCATION
ONE Loans" shall mean loans (a) that at the time they were made were in
compliance in all material respects with the requirements of the Program
Guidelines, (b) serviced by the Servicer in substantial compliance with the
Program Guidelines at all times prior to the Purchase Date, and (c) covered
by
and subject to all the benefits of the Guaranty Agreement.
"EDUCATION
ONE Notes" or “Notes” shall mean notes evidencing EDUCATION ONE
Loans.
"EDUCATION
ONE Program" shall mean the EDUCATION ONE Loan Program described in the Program
Guidelines.
"First
Marblehead" or “FMC” shall mean The First Marblehead Corporation, a Delaware
corporation.
“Guaranty
Agreement” means the Amended and Restated Guaranty Agreement between Bank One
and XXXX dated as of the Conversion Date (as that term is defined in the
Guaranty Agreement).
“Loan
Data” means Loan Information deidentified as to both personal borrower
information and Bank One identity that is shared for the purpose of analyzing
loan programs, including without limitation underwriting criteria, default
histories, and portfolio performance.
“Loan
Information” means non-public, personal borrower information pertaining to any
EDUCATION ONE Loan included in a Securitization Transaction.
“Market
Disruption Event” means any of the following: (a) any suspension or limitation
on trading in securities generally on the New York Stock Exchange or the
National Association of Securities Dealers National Market system; (b) any
banking moratorium declared by federal, Massachusetts, or New York authorities
or authorities of the state in which Bank One is headquartered; (c) any outbreak
or escalation of major hostilities or armed conflict, or any declaration of
war
by Congress; or (d) the closing of the market for commercial paper or
asset-backed securities or significant disruption in the functioning of those
markets, if, in the judgment of FMC, the effect of any such event in (a) -
(d)
above makes it impractical or inadvisable to proceed with the completion of
a
Securitization Transaction; or (e) the occurrence of a XXXX Insolvency Event.
“Minimum
Purchase Price” has the meaning set forth in Section 2.05.
“New
Loans” means EDUCATION ONE Loans for which applications are received on or after
the Conversion Date (as that term is defined in the Guaranty
Agreement).
“Offering
Material” has the meaning set forth in Section 3.10.
“Old
Loans” means EDUCATION ONE Loans for which applications are received prior to
the Conversion Date (as that term is defined in the Guaranty
Agreement).
"Origination
Agreement" refers to (a) the Amended and Restated Loan Origination Agreement
with respect to the origination of EDUCATION ONE Loans entered into between
XXXX
and Bank One and dated as of the Conversion Date, as amended from time to time,
and (b) any subsequent agreement relating to origination services provided
to
Bank One with respect to EDUCATION ONE Loan Notes purchased under this Agreement
that is reasonably acceptable in form and substance to each of FMC and
XXXX.
"Origination
Records" means and refers to the original EDUCATION ONE Loan application and
Note, a form of cosigner notice when required under 16 C.F.R. § 444, and any
other standardized documentation specified from time to time in the Program
Guidelines as required to be received by the Servicer from Bank One in order
to
service EDUCATION ONE Loans adequately and accurately.
"Participating
Institution" means an educational institution approved by XXXX for receipt
of
EDUCATION ONE Loan funds; provided that Bank One shall have the opportunity
to
review lists of existing Participating Institutions and institutions proposed
for inclusion as Participating Institutions and consult with XXXX regarding
any
concerns Bank One has about including any institution as a Participating
Institution. FMC will use its best efforts to cause XXXX to exclude from
EDUCATION ONE Loans any loan made to finance costs of education at an
institution that Bank One designates as “unacceptable.”
“Pledged
Account” has the meaning set forth in the Deposit and Security
Agreement.
“Program
Guidelines” means the Program Guidelines attached to the Amended and Restated
Guaranty Agreement, as amended from time to time by mutual agreement of Bank
One
and XXXX.
“Program
Lender” means Bank One, National Association, a national banking association or
an Affiliate that is a successor through merger or an Affiliate to whom the
rights and obligations of Bank One are assigned under the terms of this
Agreement.
“Public
Transaction” means a Securitization Transaction involving the offering and sale
of securities pursuant to an effective registration under the Securities Act
of
1933, as amended, or an exemption from such act (other than an exemption
provided under section 3(a)(3) of such Act).
"Purchase
Date" shall mean the (a) the date of consummation of a Securitization
Transaction with respect to a particular Pool of EDUCATION ONE Loans, which
date: (i) shall be set by written notice from FMC to Bank One, given to Bank
One
not less than five (5) Business Days in advance of the specified date, and
(ii)
shall occur [**]for each loan in the Pool in question, or (b) the date on which
FMC or a designee Purchaser Trust purchases EDUCATION ONE Loan pursuant to
the
Right of First Refusal.
“Purchase
Period” means, with respect to any particular EDUCATION ONE Loan, the period
beginning on the first date such loan becomes a “Seasoned Loan” and ending [**]
days thereafter.
"Purchaser
Trust" shall mean and refer to a trust or other SPE formed for the purpose
of
purchasing EDUCATION ONE Loans by FMC or by any Affiliate of FMC. Any action
required or permitted to be taken by FMC hereunder may be taken by a Purchaser
Trust with respect to a particular Pool.
"Rating
Agencies" shall mean and refer to Standard and Poor's Corporation and/or Xxxxx'x
Investors Service, Inc., and/or Fitch IBCA, Duff & Xxxxxx, together with the
successors in interest of any of them engaged in the business of issuing a
credit rating for obligations issued in a Securitization Transaction.
“Right
of
First Refusal Period” means for an EDUCATION ONE Loan, the earlier of (i)[**]
days after expiration of the relevant [**] or (ii) [**] days after notice that
a
bona fide written offer has been received by Bank One under Section 2.03 with
respect to such EDUCATION ONE Loan, provided that no such notice may be given
until after expiration of [**].
“Seasoned
Loan” means an EDUCATION ONE Loan as of fifteen (15) days after the disbursement
on the EDUCATION ONE Loan but shall exclude any loan disbursed by paper check
if
the paper check has not yet been paid by the drawee. In the event a disbursement
check is paid by the drawee more than fifteen days after it is written, the
Loan
shall become a Seasoned Loan on the date of such payment. For purposes of
computation of the Minimum Purchase Price, the term also includes
(a) defaulted
loans not yet purchased by XXXX, and (b) the rights and obligations of Bank
One
with respect to defaulted EDUCATION ONE Loans purchased by XXXX that would
have
been Seasoned Loans but for such purchase.
"Securitization
Costs" means the actual costs and expenses incurred by FMC, the Purchaser Trust,
and all others entitled to payment for expenses by the Purchaser Trust or FMC,
in connection with a Securitization Transaction including, without limitation,
the following:
(Structuring
and Origination Fees; Copy/Binding Costs)
(Underwriting
Expenses)
(Rating
Fee)
(Owner
Trustee and Indenture Trustee Transaction and First Year Fees;
Expenses)
(Counsel
for Indenture Trustee)
(Counsel
for FMC)
(Servicer
Auditor)
(Bond
Insurer)
(Counsel
for XXXX)
(Counsel
for Bank One)
(SEC
Filing Fees, if any)
"Securitization
Transaction" shall mean and refer to the purchase of a Pool of EDUCATION ONE
Loans by a Purchaser Trust funded through the issuance and sale of commercial
paper, certificates, bonds or other evidences of indebtedness, the repayment
of
which is supported by payments on the EDUCATION ONE Loans included in such
Pool.
A Securitization Transaction may include, without limitation, a continuing
series of transactions occurring on a periodic basis in which Bank One makes
a
true sale of then-outstanding Seasoned Loans to a Purchaser Trust, which
Purchaser Trust in turn either utilizes the Pool directly as collateral for
its
own debt or resells the Pool (in whole or in part) in further sales to a
securitization conduit providing financing to the Purchaser Trust.
"Servicer"
shall mean and refer to Pennsylvania Higher Education Assistance Agency, or
such
other servicer as may be approved by FMC, XXXX and the holder of the EDUCATION
ONE Loans in question and retained by the holder of EDUCATION ONE Loans in
accordance with the terms hereof and of the Guaranty Agreement.
"Servicing
Agreement" refers to: (a) the Servicing Agreement of substantially even date
herewith to be entered into between Servicer and Bank One with respect to
servicing of EDUCATION ONE Loans, as amended from time to time, and (b) any
subsequent servicing agreement between Bank One and the Servicer governing
servicing of EDUCATION ONE Loans purchased under this Agreement, in either
case
such agreement and any amendment thereto to be in good faith satisfactory in
form and substance to FMC and its counsel.
"SPE"
means a special purpose entity formed and operated for the sole purpose of
acting as purchaser and owner of EDUCATION ONE Loans.
“XXXX
Insolvency Event” means (1) the commencement by XXXX of a voluntary case under
the federal bankruptcy law, as now constituted or hereafter amended, or any
other applicable federal or state bankruptcy, insolvency or other similar law,
(2) the consent by XXXX to the appointment of or taking possession by a
receiver, liquidator, trustee, custodian (or other similar official) of or
for
XXXX or for any substantial part of its property, (3) the making by XXXX of
any
assignment for the benefit of creditors, (4) the insolvency or the failure
of
XXXX generally to pay its debts as such debts become due, or (5) a default
under
one or more guaranty agreements to which XXXX is a party because of a failure
to
pay claims, or the taking of action by XXXX in furtherance of any of the
foregoing.
"Term"
shall mean the period commencing on the Effective Date and ending upon
termination hereof, all as set forth in Article X (and subject to Section
11.06).
“Total
Principal Amount” means the total principal amount of Seasoned Loans available
to be sold and purchased, plus [**]; provided, however, that [**] Bank One
consents to or waives the condition in Section 3.01(c)(5) and signs a Co-Lender
Indemnification Agreement substantially in the form of Exhibit B if requested
by
a lender of Other Loans.
"Trust
Agreement" means, with respect to any particular Securitization Transaction,
the
agreement pursuant to which a Purchaser Trust is formed, and any
amendments.
"Trust
Indenture" means, with respect to any particular Securitization Transaction,
the
agreement pursuant to which FMC or a Purchaser Trust issues evidences of
indebtedness secured by the payments on the related EDUCATION ONE
Loans.
II. Agreement
for Purchase and Sale of Notes.
2.01. Purchase
and Sale .
[**]
during the Term of this Agreement and subject to Section 2.03 and the conditions
set forth in this Agreement, Bank One shall sell to FMC or a designee Purchaser
Trust, and FMC or such Purchaser Trust shall purchase, every Seasoned Loan
owned
by Bank One on the Purchase Date.
2.02. Marketing.
Bank
One
shall be responsible for the design and execution of a program for marketing
EDUCATION ONE Loans to consumers and shall bear all costs thereof. At the
beginning of an academic year, Bank One shall share with FMC its marketing
plan
for EDUCATION ONE, which plan shall describe any direct mail inserts, internet
messaging and other marketing initiatives. For the first three (3) years of
this
Agreement, Bank One shall maintain at least substantially the same amount of
investment and level of effort in marketing EDUCATION ONE Loans and the
EDUCATION ONE Program that Bank One made with respect to its EDUCATION ONE
products in academic year 2000-2001.
2.03. Pre-Closing
Information; FMC Purchase.
(a) Loan
Information.
Bank
One will cause Servicer to inform FMC periodically of information reasonably
requested by FMC, subject to the confidentiality provisions of Section 11.09
,
in anticipation of a Securitization Transaction, including, without limitation,
the number of Seasoned Loans ready for purchase, principal and accrued interest
with respect to each such EDUCATION ONE Loan, payment status (including
defaulted loans presented for guaranty payment), and the identity of
Participating Institutions affected by the Securitization, together with the
information contained in the model reports set forth in Exhibits C through
E, at
the intervals set forth in said Exhibits. The reports described in Exhibits
C
through E shall be provided in electronic media in the Servicer’s standard
format. Bank One shall also cause Servicer to provide to FMC, monthly, its
AMR
report series.
(b) Purchase
Scheduling.
FMC
will use its best efforts to specify Purchase Dates that fall within each May
and each November, [**] subject to Section 3.02(b), purchase or cause a
Purchaser Trust to purchase [**] all of the Seasoned Loans held by Bank One
[**]. FMC shall have the sole and exclusive right to purchase all EDUCATION
ONE
Loans during the [**] with respect to each Loan, which right may be assigned
to
one or more Purchaser Trusts. FMC may reschedule the Purchase Date without
penalty of any kind, [**]. The [**] with respect to any Loan may be extended
for
a failure to comply with one or more conditions as set forth in Section 3.01(b).
Bank One agrees, in consideration of FMC's undertaking pursuant to this section,
not to sell or offer to sell to any third person any interest in any EDUCATION
ONE Loan originated by Bank One [**] with respect to such Loan; provided,
however,
that
after expiration of [**] with respect to any EDUCATION ONE Loan, Bank One shall
use reasonable efforts to arrange the sale of such EDUCATION ONE Loan and,
upon
receipt of any bona fide third-party written offer to purchase such EDUCATION
ONE Loan received by Bank One [**] with respect to such Loan, Bank One shall
provide a copy of the same to FMC, and, in the event that FMC (or a Purchaser
Trust) shall fail to purchase such EDUCATION ONE Loan on the terms of such
third-party offer or other mutually acceptable terms [**], Bank One shall within
its sole discretion be entitled to (i) sell such EDUCATION ONE Loan to any
third
party or to retain such EDUCATION ONE Loan, in whole or in part, for its own
account free and clear of any claim under this Agreement, and/or (ii)
immediately terminate this Agreement. If FMC or a Purchaser Trust purchases
EDUCATION ONE Loans [**] on the terms of a bona fide third-party written offer
or other mutually acceptable terms, FMC shall have no further liability to
Bank
One with respect to its obligation to purchase such loans [**].
(c) Extension
of Purchase Period and Closing Period Due to lack of Volume.
In the
event that the Total Principal Amount of loans eligible for a Securitization
Transaction [**], FMC may, but need not, declare [**] - with respect to each
EDUCATION ONE Loan that is then a Seasoned Loan extended by [**] days. FMC
may
continue to declare such extensions, in its discretion, until [**] this
Agreement expires or is terminated (in which event FMC shall schedule a Purchase
Date for all outstanding EDUCATION ONE Loans, to occur prior to the expiration
of the Closing Period for the last loan made subject to this Agreement;
provided,
however,
that if
this Agreement is terminated under subsection 2.03(b)(ii) on account of FMC’s
failure to purchase Seasoned Loans, then Bank One shall not be required to
sell
loans hereunder and shall have recourse to its remedies under Section
2.03(d)).
(d) Damages
from Failure to Purchase. If FMC or a Purchaser Trust fails to purchase within
a
Closing Period (as the same may be extended pursuant to Section 2.03(c)), and
the corresponding Right of First Refusal Period, all Seasoned Loans held by
Bank
One at the beginning of the Closing Period, to the extent such failure is not
excused under Section 3.02(b), FMC shall pay to Bank One the lesser of: (i)
[**]% of the total principal amount of all Seasoned Loans as to which the Right
of First Refusal Period has expired or (ii) the difference between the Minimum
Purchase Price and the price Bank One obtains for such Seasoned Loans pursuant
to any transaction entered into by Bank One during the Right of First Refusal
Period. If a failure to purchase is continuing, additional damages may become
payable at thirty-day intervals as the Right of First Refusal Period expires
as
to additional loans. Such payments shall constitute liquidated damages in full
satisfaction of FMC’s obligations with respect to the purchase of such loans.
Once the Right of First Refusal Period for an EDUCATION ONE Loan has expired,
Bank One shall be under no further obligation to offer such EDUCATION ONE Loan
to FMC (or a Purchaser Trust) for purchase.
(e) FMC
Reliance on Program Guidelines.
Bank
One further agrees, in consideration of FMC's undertaking pursuant to this
section, that no change will be made in either the Program Guidelines or the
interest rate and terms, as well as other consumer loan terms and conditions
of
EDUCATION ONE Loans without FMC’s prior written consent, which consent shall not
be unreasonably withheld.
2.04. Pool
Supplement.
Each
purchase and sale of the EDUCATION ONE Loans included in a Pool on a Purchase
Date shall be made pursuant to a Pool Supplement substantially in the form
of
Exhibit A which shall: (1) set forth the Minimum Purchase Price for the
EDUCATION ONE Loans included in the Pool, (2) incorporate by reference the
terms
and conditions of this Agreement applicable to sales of EDUCATION ONE Loans,
and
(3) include a schedule of EDUCATION ONE Loans setting forth the details and
characteristics of such Pool. Each Pool Supplement shall be executed by an
authorized agent of each Purchaser Trust and Bank One and shall be delivered
on
the related Purchase Date. The Purchaser Trust shall provide a preliminary
settlement sheet in the form of Exhibit 1 to the Pool Supplement not less than
two (2) Business Days prior to the Purchase Date.
2.05. Minimum
Purchase Price.
On
the
Purchase Date, Bank One shall assign and convey all EDUCATION ONE Loans included
in the Pool to FMC, or a Purchaser Trust, in consideration of receipt of the
Minimum Purchase Price therefor.
For
Old Loans,
the
term “Minimum Purchase Price” shall mean the sum of:
| (a) |
The
unpaid principal amount of the EDUCATION ONE Loans in question [**];
plus
|
(b)
all
accrued and unpaid interest on such EDUCATION ONE Loans, [**]; plus
|
(c)
|
all
fees paid by Bank One to XXXX with respect to such EDUCATION ONE
Loans
[**]; plus
|
(d)
a
marketing fee and loan premium, [**], as follows:
(A)
With
respect to [**] as described in Schedule 3.3 to the Guaranty
Agreement:
(i) [**]%
with respect to Undergraduate Cosigned Loans;
(ii) [**]%
with respect to Graduate Cosigned Loans;
(iii)
[**]%
with respect to Continuing Education Loans (both Cosigned and
Creditworthy);
(iv) [**]%
with respect to K-12 loans.
(B)
With
respect to [**] as described in schedule 3.3 to the Guaranty
Agreement:
(i) [**]%
with respect to Undergraduate Cosigned Loans;
(ii) [**]%
with respect to Graduate Cosigned Loans;
(iii)
[**]%
with respect to Continuing Education Loans (both Cosigned and
Creditworthy);
(iv) [**]%
with respect to K-12 loans;
in
either
case, plus;
(e)
the
amount of any Guaranty Fees [**] at the time of the [**] pursuant to [**] any
such Guaranty Fees [**].
For
New Loans,
the
term “Minimum Purchase Price” shall mean the sum of:
|
(a)
|
The
unpaid principal amount [**] of the Seasoned Loans in the Pool;
plus
|
|
(b)
|
all
accrued and unpaid interest on such EDUCATION ONE Loans, in accordance
with[**]; plus
|
|
(c)
|
all
fees paid by Bank One to XXXX with respect to such EDUCATION ONE
Loans
[**], plus
|
|
(d)
|
a
marketing fee and loan premium, [**] of EDUCATION ONE Loans, as follows
(for tier references, see Schedule 3.3 of the Guaranty
Agreement):
|
|
(i)
|
with
respect to Undergraduate Creditworthy Loans, [**]%
[**]%[**];
|
|
(ii)
|
with
respect to Graduate Creditworthy Loans,
[**]%[**]%[**];
|
|
(iii)
|
with
respect to Continuing Education Loans (both Cosigned and Creditworthy),
[**]%[**]%[**];
|
(iv)
with
respect to K-12 loans, [**]%, plus;
| (e) |
the
amount of [**] at the time of the [**] pursuant to column 6 of Schedule
3.3 of the Guaranty Agreement. [**] such [**] or any [**] any such
[**].
|
|
2.06.
|
Transition.
|
The
parties agree that this Amended and Restated Note Purchase Agreement supersedes
and replaces the Old Note Purchase Agreement in its entirety and the purchase
of
any and all EDUCATION ONE Conforming Loans after the Effective Date will be
made
under the terms and conditions of this Amended and Restated Note Purchase
Agreement and not under the Old Note Purchase Agreement; provided, however,
that
the Third Amendment to Program Agreements, dated November 1, 2001, remains
in
full force and effect.
III. Procedures
and Conditions for Transfer.
3.01. Conveyances
of EDUCATION ONE Loans; Conditions to Purchase.
(a) On
each
Purchase Date, upon execution and delivery of the related Pool Supplement,
Bank
One shall sell, transfer, assign, set over and otherwise convey to FMC or a
Purchaser Trust, without recourse, all right, title and interest of Bank One
in
and to:
|
(1)
|
The
EDUCATION ONE Loans included in the related Securitization Transaction
and
all payments due or to become due thereon;
|
|
(2)
|
Any
proceeds with respect to the EDUCATION ONE Loans originated by Bank
One
included in such Pool from recourse to XXXX under the Origination
Agreement regarding origination of such loans;
|
|
(3)
|
All
claims of Bank One with respect to past servicing of such EDUCATION
ONE
Loans under the Servicing Agreement;
|
| (4) |
The
proceeds of any and all of the foregoing received after the Purchase
Date
or received prior thereto and not credited against the Minimum Purchase
Price as computed on the Purchase Date; and
|
| (5) |
All
rights of Bank One under the Guaranty Agreement with respect to the
EDUCATION ONE Loans in the Pool.
|
(b) The
obligation of FMC and/or any Purchaser Trust to purchase the EDUCATION ONE
Loans
originated by Bank One on the related Purchase Date shall be subject to
satisfaction of the following conditions (each and all of which may be waived
by
such Purchaser Trust, in whole or in part in its sole discretion). In the event
of a failure of a condition that is not waived, the Purchase Date shall be
rescheduled by FMC to (i) the earlier of: (A) the date when such failure of
any
of the following conditions is cured, or (B) ninety (90) days after the Purchase
Date that would have occurred but for such failure (provided that FMC shall
have
up to 180 days to reschedule on account of a Market Disruption Event), or (ii)
such other date as mutually agreed upon by the parties. FMC, without penalty
or
liability hereunder, may refuse to purchase any EDUCATION ONE Loans as to which
any failure of conditions precedent are not cured within such ninety (90) days
(or other agreed upon period) or as to which such failure cannot reasonably
be
expected to be cured.
|
(1)
|
Bank
One shall have delivered to FMC or the Purchaser Trust a duly authorized
and executed Pool Supplement;
|
|
(2)
|
Each
of the representations and warranties made by Bank One with respect
to the
EDUCATION ONE Loans included in such Pool shall be true and correct
in all
material respects as of the related Purchase Date;
|
|
(3)
|
Bank
One shall have entered into an Origination Agreement and a Servicing
Agreement [**] satisfactory in form and substance to FMC and such
agreements shall be in full force and effect as of the Purchase Date
and
shall not have been modified except with the express written consent
of
FMC;
|
|
(4)
|
Bank
One shall have in all material respects, performed and observed the
terms
and conditions of this Agreement, the Origination Agreement and the
Servicing Agreement;
|
|
(5)
|
The
EDUCATION ONE Loans to be purchased shall have been originated and
serviced in [**] conformity with the Program Guidelines and shall
be
covered by the Guaranty Agreement;
|
|
(6)
|
XXXX
shall have executed and delivered a confirmatory Guaranty Agreement,
covering all loans being purchased, for the benefit of the Purchaser
Trust
and the indenture trustee in the Securitization Transaction;
|
|
(7)
|
The
Agent pursuant to the Deposit and Security Agreement, shall have
transferred to the indenture trustee in the Securitization Transaction
the
portion of the Pledged Account and the Collateral specified in Section
4
of the Deposit and Security Agreement;
|
| (8) |
If
required by any other Lender whose loans are included in the
Securitization Transaction, Bank One shall have executed and delivered
a
Co-Lender Indemnification Agreement substantially in the form of
Exhibit
B;
|
|
(9)
|
Bank
One shall, at its own expense, on or prior to the Purchase Date,
indicate
in computer files relating to EDUCATION ONE Loans that the EDUCATION
ONE
Loans identified in the related Pool Supplement have been sold to
the
Purchaser Trust pursuant to this Agreement and such Pool
Supplement;
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|
(10)
|
Bank
One shall have executed and delivered for filing a UCC-1 financing
statement, in a form which, assuming a court or other forum
recharacterized the sale of EDUCATION ONE Notes hereunder as the
creation
of a security interest, would be sufficient to perfect all security
interests created by this Agreement with respect to the EDUCATION
ONE
Loans originated by Bank One included in such Pool in the appropriate
office of the jurisdiction in which the chief executive office of
Bank One
is located (or, in the event of a change of law, Bank One shall have
taken, but at no additional cost or expense to the Bank One, such
action
as may be reasonably required by the Purchaser Trust);
|
|
(11)
|
As
of such Purchase Date: (i) Bank One was not insolvent and will not
become
insolvent as a result of the transfer of EDUCATION ONE Loans on such
Purchase Date, (ii) Bank One did not intend to incur or believe that
it
would incur debts that would be beyond Bank One's ability to pay
as such
debts matured, (iii) such transfer was not made with actual intent
to
hinder, delay or defraud any Person, and (iv) Bank One was "Adequately
Capitalized," as such term is defined by the Office of the Comptroller
of
the Currency on the Purchase Date; and
|
| (12) |
In
the reasonable judgment of FMC, no Market Disruption Event has occurred;
provided that if satisfaction of the condition set forth in this
Section
3.01(b)(12) is the only outstanding condition to closing, FMC shall
schedule a new Purchase Date as soon as is reasonably practicable
after
the Market Disruption Event has ceased.
|
(c) The
obligation of Bank One to sell EDUCATION ONE Loans included in the Pool on
a
related Purchase Date is subject to satisfaction of the following conditions
(each and all of which may be waived by Bank One in whole or in part, in its
sole discretion):
|
(1)
|
FMC
or Purchaser Trust shall have delivered to Bank One a duly authorized
and
executed Pool Supplement;
|
| (2) |
FMC
or Purchaser Trust shall have paid the Minimum Purchase Price to
Bank One
by wire transfer of immediately available funds;
|
| (3) |
Subject
to Section 3.01(c)(5) hereof, FMC or the Purchaser Trust shall have
delivered to Bank One a Co-Lender Indemnification Agreement substantially
in the form of Exhibit B duly executed by any other Lender whose
loans are
properly included in the Securitization Transaction; and
|
| (4) |
[**]
FMC shall [**] Bank One (i) [**] in such form from FMC [**] Bank
One [**]
and (ii) such [**] Bank One shall [**] which are [**].
|
|
(5)
|
EDUCATION
ONE Loans will not be included in a particular Securitization Transaction
with loans originated by one or more other financial institutions
unless
(i) all the financial institutions are on the most recent list submitted
to and approved by Bank One on an annual basis, or (ii) Bank One
has
provided its prior written consent with respect to the particular
Securitization Transaction. The list for the year ending on the first
anniversary date of this Agreement is comprised of Chase Manhattan
Bank,
Bank of America, and Citibank.
|
|
(d)
|
Subject
to the terms and conditions provided in this Agreement and to applicable
legal requirements, each of the parties to this Agreement agrees
to use
reasonable efforts to take, or cause to be taken, all actions, and
to do,
or cause to be done, and to assist and cooperate with the other party
to
this Agreement in doing, as promptly as practicable, all things necessary,
proper or advisable under applicable Law to ensure that the conditions
set
forth in Section 3.01 hereof are satisfied and to consummate and
make
effective the transactions contemplated by this Agreement.
|
3.02. Delivery
of Documents.
On
the
Purchase Date, Bank One shall deliver to FMC or the Purchaser Trust or to the
Servicer, as agent for FMC or the Purchaser Trust and/or the trustee of the
Trust Indenture, each Bank One Note originated by Bank One included in the
Pool
and the related Origination Records (or such alternative evidence of the Loans
as is acceptable to the Guarantor and all parties to the Securitization
Transaction). If a Co-Lender Indemnification Agreement is required as a
condition of FMC’s obligations under Section 3.01(b)(8) hereof, Bank One shall
execute and deliver a Co-Lender Indemnification Agreement to each requesting
lender selling loans in the Securitization Transaction.
3.03. Confirmation
of Representations and Warranties.
In
each
Pool Supplement, Bank One shall confirm its representations and warranties
contained herein with respect to the EDUCATION ONE Loans in such
Pool.
3.04. Rights
Transferred.
The
transfer of funds pursuant to Section 2.04 hereof shall constitute, and the
delivery to FMC, or its designated Purchaser Trust of each Pool Supplement
shall
evidence, a sale and assignment to FMC or the Purchaser Trust of the related
EDUCATION ONE Loans and of all of Bank One's interest in such EDUCATION ONE
Loans. As assignee of such EDUCATION ONE Loans, FMC or the Purchaser Trust
shall
be [**] of such EDUCATION ONE Loans, [**], such EDUCATION ONE Loans
[**].
3.05. Subsequent
Receipts.
In
the
event that Bank One shall receive, subsequent to any such assignment, any
amounts whatsoever in respect to the EDUCATION ONE Loans so assigned in the
nature of those described in Section 3.04 above, such amounts shall be held
by
Bank One in trust for FMC or the Purchaser Trust to which it has sold the Notes,
and the Bank One shall promptly deliver such amounts to the trustee under the
Trust Indenture.
3.06. Assignment
of Origination Rights.
Bank
One
shall transfer its rights under the Origination Agreement with respect to the
EDUCATION ONE Loans in each Pool to FMC or the respective Purchaser Trust by
execution and delivery of a Pool Supplement.
3.07. No
Assumption of Liability to Fund Bank One Loan Notes.
By
their
purchase of EDUCATION ONE Loan Notes, FMC, and all Purchaser Trusts, shall
assume no liability, responsibility or obligation with respect to any
disbursements or reimbursements which are due and owing, or which are, or may
be
alleged to be due and owing, by Bank One to any EDUCATION ONE Loan borrower
by
reason of the EDUCATION ONE Loan included in the Pool. Notwithstanding the
foregoing, FMC or the Purchaser Trust shall assume from Bank One any liability
to repurchase from XXXX a defaulted Loan upon cure of the default, with respect
to any Loan that would be a Seasoned Loan but for such default and purchase
by
XXXX. Such repurchase obligation shall be governed by the confirmatory Guaranty
Agreement described in Section 3.01(b)(6), above.
3.08. Servicing
and Origination Costs.
Except
as
expressly set forth in this Agreement, Bank One shall be solely responsible
for
and shall pay all costs due to any third party from Bank One (including, without
limitation, amounts due to XXXX or Servicer) with respect to origination of
EDUCATION ONE Loans and with respect to loan servicing of EDUCATION ONE Loans
incurred prior to purchase of the respective EDUCATION ONE Loans hereunder.
[**]
in connection with [**] under this Agreement, [**].
3.09. Securitization
Costs. FMC or the Purchaser Trust shall be solely responsible for and shall
pay
any Securitization Costs and any and all obligations it has incurred in
connection with the purchase, financing of purchase and securitization of the
EDUCATION ONE Loans.
3.10. Public
Transactions. FMC shall notify Bank One if it decides that any Securitization
Transaction will take the form of a Public Transaction. Such notification shall
occur prior to any announcement of the transaction, release of offering material
for the transaction or regulatory filing relating to the transaction which
would
indicate Bank One’s involvement in such a Public Transaction. FMC shall furnish
to Bank One for Bank One’s review and approval any and all proposed offering
material which includes Bank One’s name or information on the EDUCATION ONE
Loans (the “Offering Material”). FMC shall not use any such Offering Material
without Bank One’s written approval, which shall not be unreasonably withheld;
it being understood that it shall not be deemed unreasonable for Bank One to
condition such approval on the provision to Bank One of such certificates,
opinions and agreements (including, but not limited to an indemnification
agreement) as is ordinary and customary in public securitization
transactions.
3.11
Effect
of Loan Cancellations.
In the
event that the Borrower cancels a Seasoned Loan in a manner and at a time
permitted under the Program Guidelines, if that loan has already been purchased
under this Agreement, Program Lender will return to the Purchaser Trust all
amounts received by it with respect to such purchase. FMC shall prepare an
accounting of all such cancellations within 30 days after the last date
permitted for cancellation of loans purchased on a particular Purchase
Date.
IV. Obligations
of FMC and Purchaser Trust.
4.01. Subject
to the limitations and conditions in this Agreement, upon the designation of
a
Purchase Date by FMC, FMC shall [**].
V. Representations
and Warranties.
5.01. Representations
and Warranties of FMC.
FMC
makes
the following representations and warranties as of the date hereof, as of the
date of each purchase of EDUCATION ONE Loans and as of any other date specified
below. FMC shall cause each Purchaser Trust to make substantially the same
representations and warranties in a Pool Supplement as of the date of each
purchase of EDUCATION ONE Loans.
(a) FMC
represents and warrants that it is and shall remain a Delaware corporation
duly
organized, validly existing and in good standing under the laws of the State
of
Delaware, and has the authority to conduct all activities contemplated by this
Agreement.
(b) FMC
has
full power and authority to perform its obligations under this Agreement, and
has duly authorized the execution, delivery and performance of, and has duly
delivered this Agreement, and this Agreement constitutes the legal, valid and
binding obligation of FMC enforceable against FMC in accordance with its terms,
except that such enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws.
(c) Neither
the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with
the
terms and conditions hereof, will conflict with, or result in a breach of,
or
constitute a default under, any of the terms, conditions or provisions of any
legal restriction or any agreement or instrument to which FMC is now a party
or
by which it is bound.
(d)
No
action
or proceeding is pending or, to FMC’s knowledge, threatened against FMC or any
Purchaser Trust before any court or administrative agency which might have
a
materially adverse affect on the ability of FMC to perform its obligations
under
this Agreement.
5.02. Representations
and Warranties of Bank One.
Bank
One
makes the following representations and warranties as of the date hereof, as
of
the date of each sale of EDUCATION ONE Loans to FMC or a Purchaser Trust (solely
as to the Loans within the respective Pool with regard to Section 5.02(d)
through (i)), and as of any other date specified below:
(a) Bank
One
represents and warrants that it is a national bank duly organized, validly
existing and in good standing under the laws of the United States, and has
the
authority to conduct all activities contemplated by this Agreement.
(b) Bank
One
has full power and authority to perform its obligations under this Agreement,
and has duly authorized the execution, delivery and performance of, and has
duly
delivered this Agreement, and this Agreement constitutes the legal, valid and
binding obligation of Bank One enforceable against Bank One in accordance with
its terms, except as such enforceability may be limited by (i) receivership,
conservatorship and supervisory powers of bank regulatory agencies generally,
(ii) applicable bankruptcy, receivership, conservatorship, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally from time to time in effect, or (iii) general principles of
equity.
(c)
Neither
the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with
the
terms and conditions hereof, will conflict with, or result in a material breach
of, or constitute a material default under, any of the terms, conditions or
provisions of any legal restriction or any material agreement or instrument
to
which Bank One is now a party or by which it is bound.
(d)
Each of
the EDUCATION ONE Loans originated by Bank One sold to FMC or a Purchaser Trust
pursuant to any Securitization Transaction: (i) is the valid, binding and
enforceable obligation of the borrower executing the same, and of any cosigner
thereto, enforceable against each borrower, any student maker named therein,
and
any cosignor thereunder in accordance with its terms except as enforceability
may be affected by bankruptcy, insolvency, moratorium or other similar laws
affecting the rights of creditors generally and by equitable principles, (ii)
is
covered by and entitled to the benefits of the Guaranty Agreement, and (iii)
is
a “Seasoned Loan” as defined in this Agreement.
(e)
[**]
each EDUCATION ONE Loan originated by Bank One sold hereunder and any
accompanying notices and disclosures conforms [**] to all applicable state
and
federal laws, rules and regulations, (ii) each EDUCATION ONE Loan was documented
on forms set forth in the Program Guidelines and contained consumer loan terms
and involved guaranty fees payable to XXXX in strict conformity with the Program
Guidelines, and (iii) the origination of each EDUCATION ONE Loan was conducted
in [**] the Program Guidelines and [**] with all applicable state and federal
laws [**]; and (iv) Bank One did not discriminate based upon the age, sex,
race,
national origin, color, religion or handicapped status of any Borrower in making
such Loan.
(f) At
the
time of origination, each EDUCATION ONE Loan originated by Bank One sold to
FMC
or Purchaser Trust is in compliance with any applicable usury laws.
(g) There
is
no defense to payment, counterclaim, or setoff at the time of origination with
respect to EDUCATION ONE Loans included in the Pool. To the best of Bank One’s
information and belief, there is no action before any state or federal court,
administrative or regulatory body pending against Bank One and involving
EDUCATION ONE Loans in which an adverse result would have a material adverse
effect upon the validity or enforceability of EDUCATION ONE Loans.
(h) Each
and
every EDUCATION ONE Loan included in the Pool is owned by Bank One, free and
clear of any liens, claims or demands of any person, and Bank One has the
absolute right to transfer the same to FMC or a Purchaser Trust.
(i) With
respect to each EDUCATION ONE Note included in the Pool: (A) the terms thereof
have not been impaired, waived, altered or modified in any respect, except
pursuant to written forbearance agreements in accordance with the requirements
of and in the terms set forth in the Program Guidelines, and (B) such EDUCATION
ONE Note has been serviced at all times [**] with the Program
Guidelines.
5.03. Exclusive
Representations and Warranties.
The
representations and warranties set forth in Section 5.02 above are the sole
and
exclusive representations and warranties made by Bank One, its representatives,
agents, officers, directors and other employees, with respect to this Agreement,
any Pool Supplement, any EDUCATION ONE Loan, any obligor, and the sale of any
EDUCATION ONE Loan to FMC or a Purchaser Trust hereunder.
5.04. Remedy
for Breach of Representations and Warranties.
In
the
event any representation or warranty made by Bank One pursuant to Section 5.02
above shall prove to be inaccurate or incomplete [**] as of the date when made,
Bank One shall have the right (but not the obligation) to elect by written
notice to FMC to be given by Bank One no later than sixty (60) days after
receipt of written notice from FMC of such alleged breach to repurchase the
affected EDUCATION ONE Loan or Loans no later than such 60th day for a cash
purchase price equal to the outstanding principal balance thereof plus all
accrued and unpaid interest, [**]. Upon receipt of said repurchase price, FMC
shall, or, if applicable, shall cause the Purchaser Trust or the Servicer to,
deliver the Bank One Note and the Origination Records relating thereto to Bank
One, duly endorsed or assigned to Bank One or to such person as Bank One may
direct, in any such case, without recourse to FMC or the Purchaser Trust.
Whether or not Bank One exercises its right of repurchase, Bank One shall
indemnify FMC or the Purchaser Trust pursuant to Article VIII.
[**].
In
the
event any representation or warranty made by FMC or a Purchaser Trust pursuant
to Section 5.01 above shall prove to be inaccurate or incomplete in any material
and adverse respect as of the date when made, Bank One shall have the right
to
terminate this Agreement if the deficiency is not cured within thirty (30)
days
after written notice of the deficiency is given to FMC or the Purchaser Trust.
Whether or not Bank One exercises its right to terminate, FMC or the Purchaser
Trust shall indemnify Bank One pursuant to Article VIII.
VI. Survival
of Representations, Warranties and Indemnities.
The
representations and warranties contained herein and the indemnifications
contained in Article VIII hereof shall survive until each EDUCATION ONE Loan
sold hereunder is paid in full.
VII. Miscellaneous.
7.01. No
Assignment.
No
party
may assign its rights or obligations under this Agreement without the prior
written consent of the parties hereto, provided,
however,
that:
(a) Bank One may assign its rights hereunder to an Affiliate that is a national
banking association or state-chartered bank having the legal power and right
under applicable law (including, without limitation, usury law in the State
where it is located) to make educational loans conforming to the Program
Guidelines to borrowers located in all states and territories of the United
States and (b) FMC shall have the right to create a Purchaser Trust to exercise
FMC's rights to purchase each Pool. No assignment shall relieve the assignor
of
liability hereunder. Any assignment in violation hereof shall be automatically
null and void.
7.02. Amendment.
This
Agreement may not be amended nor terms or provisions hereof waived unless such
amendment or waiver is in writing and signed by all parties hereto.
7.03. No
Waiver.
No
delay
or failure by any party to exercise any right, power or remedy hereunder shall
constitute a waiver thereof by such party, and no single or partial exercise
by
any party of any right, power or remedy shall preclude other or further exercise
thereof or any exercise of any other rights, powers or remedies.
7.04. Entire
Agreement.
This
Agreement and the documents and agreements referred to herein embody the entire
agreement and understanding among the parties hereto and supersede all prior
agreements and understandings relating to the subject matter hereof and
thereof.
7.05. Notices.
All
notices given by any party to the others under this Agreement shall be in
writing delivered: (a) personally, (b) by facsimile transmission, (c) by
overnight courier, prepaid, or (d) by depositing the same in the United States
mail, certified, return receipt requested, with postage prepaid, addressed
to
the party at the address set forth below. Any party may change the address
to
which notices are to be sent by notice of such change to each other party given
as provided herein. Such notices shall be effective on the date received.
Notices shall be given as follows:
If
to
Bank One:
Bank
One,
N.A.
Xxxx
Xxxxx Xxxxx
Vice
President
0000
Xxxxxxxx Xxxxxxx
XX0-0000
Xxxxxxxx,
XX 00000
Fax
No.:
000 000-0000
E-Mail:
Xxxx_Xxxxx_Xxxxx@xxxxxxx.xxx
With
a
copy to:
EDUCATION
ONE Group
00000
XXX
Xxxxxxx
Xxxxxxxxxxxx,
Xxxxxxx 00000
Attn:
Xxxxxx X. Xxxxx
Fax
No.:
000-000-0000
E-Mail:
xxxxxx@xxxx0xx0.xxx
If
to
FMC:
Xxxxxx
Xxxxxxx Xxxxxx
The
First
Marblehead Corporation
00
Xxxxxx
Xxxxxx
Xxxxxxxxxx,
XX 00000
Facsimile:
(000)
000-0000
E-Mail:
xxxxxxx@xxxxxxxx.xxx
With
a
copy to:
Xxxxxxx
X. Xxxxxxx, Esq.
Xxxxxx
Xxxxxx
Xxx
Xxxxxxxx Xxxxxx
Xxxxxxxx,
XX 00000
Facsimile:
(000) 000-0000
E-Mail:
xxxxxxxx@xxxxxxxxxxxx.xxx
7.06. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York (without reference to choice-of-law rules).
7.07. Counterparts.
This
Agreement may be executed in any number of counterparts, all of which together
shall constitute one agreement.
7.08. No
Third Parties Benefited.
This
Agreement is made and entered into for the protection and legal benefit of
the
parties, and their permitted successors and assigns (including, without
limitation, any Purchaser Trust), and each and every Indemnified Person (all
of
which shall be entitled to enforce the Indemnity contained in Sections 8.01
and
8.02 hereof), and no other person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Agreement.
7.09. Opinions.
Concurrent
with the execution hereof, each party shall deliver to the other the opinion
of
its corporate counsel (which may be internal counsel) to the effect that this
Agreement has been duly authorized by all necessary corporate or other
organizational action, this Agreement is within the corporate or other
organizational power of such party and that this Agreement has been duly
executed and delivered by an authorized officer of the party.
VIII. Indemnification.
8.01. By
Bank One.
Subject
to the procedures regarding breach of representations and warranties set forth
in Section 5.04 above, Bank One shall indemnify and hold harmless FMC, each
Purchaser Trust, and any other purchaser under this Agreement, and any officer,
director, employee or agent of any of the foregoing (herein, collectively
referred to as the "Indemnified Persons") against any and all liabilities,
losses, costs, damages and expenses, including, without limitation, reasonable
attorneys' fees and legal expenses and sums paid, liabilities incurred or
expenses paid or incurred in connection with settling claims, suits or judgments
which such Indemnified Person may sustain or incur by reason of any material
breach of any representation, warranty or covenant of Bank One contained herein.
This section shall survive any termination of this Agreement.
8.02. By
FMC.
Subject
to the procedure set forth in Section 5.04, FMC and the respective Purchaser
Trusts shall indemnify and hold harmless Bank One and any officer, director,
employee or agent of Bank One (herein, collectively referred to as “Indemnified
Persons”) against any and all liabilities, losses, costs, damages, and expenses,
including, without limitation, reasonable attorneys’ fees and legal expenses and
sums paid, liabilities incurred or expenses paid or incurred in connection
with
settling claims or judgments or obtaining or attempting to obtain release from
liability, which such Indemnified Person may sustain or incur by reason of
(i)
any material breach of any representation, warranty or covenant of FMC contained
herein or the respective Purchaser Trust in the Pool Supplement or (ii) by
reason of any untrue statement or alleged untrue statement of a material fact
made by FMC or a Purchaser Trust contained in any offering material used in
a
Securitization Transaction or any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. This section shall survive any termination of this
Agreement.
IX. Dispute
Resolution
9.01. Informal
Dispute Resolution.
Any
controversy or claim between the parties arising from or in connection with
this
Agreement or the relationship of the parties under this Agreement whether based
on contract, tort, common law, equity, statute, regulation, order or otherwise,
and whether arising before or after the termination of this Agreement
("Dispute") shall be resolved as follows:
(a) Upon
written request of either party, the parties will each appoint a designated
representative whose task it will be to meet for the purpose of endeavoring
to
resolve such Dispute.
(b) The
designated representatives shall meet as often as the parties reasonably deem
necessary to discuss the problem in an effort to resolve the Dispute without
the
necessity of any formal proceeding.
(c) Arbitration
proceedings for the resolution of a Dispute under Section 9.02 may not be
commenced until the earlier of:
(i) the
designated representatives conclude in good faith that amicable resolution
through continued negotiation of the matter does not appear likely; or
(ii) the
expiration of the thirty (30) day period immediately following the initial
request to negotiate the Dispute.
9.02. Arbitration.
The
parties acknowledge that this Agreement evidences a transaction involving
interstate commerce. Any controversy or claim arising out of or relating to
this
Agreement, or the breach of the same, shall be settled through consultation
and
negotiation under Section 9.01. However, if those attempts fail, the parties
agree that any misunderstandings or disputes arising from this Agreement shall
be decided by binding arbitration which shall be conducted, upon request by
either party, in New York, New York or other mutually agreed upon location,
before one (1) arbitrator designated by the American Arbitration Association
(the “AAA”), in accordance with the terms of the Commercial Arbitration Rules of
the AAA, and, to the maximum extent applicable, the United States Arbitration
Act (Title 9 of the United States Code. Notwithstanding anything herein to
the
contrary, either party may proceed to a court of competent jurisdiction to
obtain equitable relief at any time.
X. Term
and Termination.
10.01. Term.
This
Agreement shall remain in full force and effect until expiration or termination
of the Guaranty Agreement and thereafter until the expiration of the Right
of
First Refusal Period (under Section 2.03 hereof) of all EDUCATION ONE Loans
guaranteed pursuant to the Guaranty Agreement. After termination of this
Agreement, certain obligations hereunder shall survive as provided in Article
VI
hereof.
Provided
that the Guaranty Agreement remains in effect, the Agreement shall remain in
full force and effect for an initial term of two years from May 1, 2002, and
thereafter shall renew for additional one-year terms unless either party gives
written notice of termination at least sixty (60) days prior to the
then-effective expiration date.
All
Education Loans originated prior to such termination shall be purchased by
FMC
or a designee Purchaser Trust consistent with the terms of this
Agreement.
| XI. |
MISCELLANEOUS
|
|
11.01
|
Severability.
If any provision of this Agreement is declared or found to be illegal,
unenforceable or void, then all parties shall be relieved of all
obligations arising under such provision, but only to the extent
that such
provision is illegal, unenforceable or void, it being the intent
and
agreement of the parties that this Agreement shall be deemed amended
by
modifying such provision to the extent necessary to make it legal
and
enforceable while preserving its intent or, if that is not possible,
by
substituting therefor another provision that is legal and enforceable
and
achieves the same objective.
|
|
11.02
|
Headings.
The headings used in this Agreement and/or any schedule or Exhibit
hereto
are for reference and convenience purposes only and shall not in
any way
limit or affect the meaning or interpretation of any of the terms
hereof.
|
|
11.03
|
Use
of Bank One’s Name, Logo and Marks.
FMC shall not and shall cause any Purchaser Trust to not use any
trade
name, trademark, service xxxx, or any other information which identifies
Bank One or EDUCATION ONE in any disclosures or materials provided
in
connection with any Securitization Transaction or in any sales, marketing,
or publicity activities, including, but not limited to, press releases,
interviews with representatives of any written publication, television
station or network, or radio station or network, without the prior
written
consent of Bank One.
|
|
11.04
|
Notice
of Claims.
As a continuing obligation of FMC throughout the term of this Agreement,
FMC shall notify Bank One of any claims, either filed or threatened
to be
filed, which materially affect, or could materially affect its performance
under this Agreement. Additionally, in the event FMC is the subject
of
material litigation or experiences a material adverse change in its
financial condition or business, FMC shall provide Bank One with
adequate
assurance of FMC’s ability to perform under this
Agreement.
|
|
11.05
|
Limited
Exclusive Agreement.
This Agreement establishes an exclusive arrangement between FMC and
Bank
One for the purchase and sale of EDUCATION ONE Loans during the term
of
this Agreement and Bank One will use and promote the “EDUCATION ONE” brand
name and market the EDUCATION ONE Program exclusively in connection
with
the transactions described in this Agreement. Subject to the foregoing,
FMC recognizes that Bank One now and in the future will offer and
originate other private education loans. Likewise, Bank One recognizes
that FMC will be free now and in the future to promote other education
loans and purchase loans from lenders under other programs. The parties
expressly agree that this Agreement in no way establishes an exclusive
arrangement between FMC and Bank One except as provided in this Section.
FMC acknowledges and agrees that it acquires no interest in the name
EDUCATION ONE by virtue of this Agreement and that FMC will not use
the
name EDUCATION ONE after termination of this
Agreement.
|
|
11.06
|
Survival.
The provisions relating to the following rights and obligations shall
survive the termination, cancellation, expiration and/or rescission
of
this Agreement: Ownership, Privacy of Consumer Financial Information,
Warranty, Limitation of Liability, Indemnification, and
Confidentiality/Non-Disclosure. In addition, any provisions relating
to
the enforcement of any of the surviving provisions and any remedies
available under this Agreement shall also
survive.
|
|
11.07
|
Relationship
of Parties.
Except as otherwise specifically set forth in this Agreement, this
Agreement shall not be construed as authority for either party to
act for
the other in any agency, partnership, joint venture or any other
capacity
or to make commitments of any kind for the account of or on behalf
of the
other.
|
|
11.08
|
Schedules
and Exhibits.
In the event of a conflict between the terms of this Agreement, as
may be
amended from time to time, and any schedule or Exhibit, the terms
of this
Agreement shall govern.
|
|
11.09
|
Confidentiality.
Both FMC and Bank One have made and will continue throughout the
term of
this Agreement to make available to the other party confidential
and
proprietary materials and information (“Proprietary Information”).
Prospectively, each party shall advise the other of material and
information that is confidential and/or proprietary. All material
and
information provided by Bank One or FMC (including any Purchaser
Trust) to
the other or any of its Affiliates (including any Purchaser Trust)
relating to the business, policies, procedures, customs, forms, customers
and strategies of the disclosing party or any of its Affiliates,
including
information previously divulged or delivered to FMC or any Purchaser
Trust
by Bank One or to Bank One by FMC regarding the aforementioned subject
matter is hereby designated as confidential and proprietary and shall
be
considered to be Proprietary Information. It is understood that the
obligations set forth in this Section do not apply to materials or
information that: (i) are already, or otherwise become, generally
known by
third parties as a result of no act or omission of the receiving
party;
(ii) subsequent to disclosure hereunder are lawfully received from
a third
party having the right to disseminate the information without restriction
on disclosure; (iii) are generally furnished to others by the disclosing
party without restriction on disclosure; (iv) were already known
by the
receiving party prior to receiving them from the disclosing party
and were
not received from a third party in breach of that third party’s
obligations of confidentiality; or (v) are independently developed
by the
receiving party without the use of Proprietary Information of the
disclosing party.
|
Each
party shall maintain the confidentiality of the other party’s Proprietary
Information and will not use or disclose such Proprietary Information without
the prior written consent of the other party. Notwithstanding the foregoing,
Bank One may disclose FMC’s Proprietary Information to its Affiliates, agents,
and other third parties to effectuate this Agreement, provided that such parties
are under a similar obligation to maintain the confidentiality of FMC’s
Proprietary Information. Notwithstanding the foregoing, FMC may disclose such
Proprietary Information to a Purchaser Trust, to FMC’s Affiliates, their agents,
and other third parties to effectuate this Agreement, provided that such parties
are under a corresponding written obligation to maintain the confidentiality of
Bank One’s Proprietary Information.
Further,
the parties may disclose the other’s Proprietary Information in a judicial or
quasi-judicial proceeding when required to do so by law when responding to
a
subpoena, deposition notice or similar judicial or governmental demand; in
such
situations, however, the party being requested to disclose the other’s
Proprietary Information shall endeavor to provide notice to the other party
whereby the other party may intervene in the proceeding, if it wishes, and
endeavor to prevent such disclosure. Additionally, the parties may disclose
the
other’s Proprietary Information to their various regulatory
agencies.
Notwithstanding
any contrary provision of this Agreement, as long as each party protects the
Proprietary Information of the other, neither the exposure to the other party’s
Proprietary Information, nor its ownership of work products, shall prevent
either party from using ideas, concepts, expressions, know-how, skills and
experience possessed by either party prior to its association with the other
party or developed by either party during its association with the other party,
so long as the Proprietary Information of the other party is not
used.
Notwithstanding
any contrary provision of this Agreement, the parties acknowledge and agree
that
nothing in this Agreement restricts: (i) sharing Loan Information with FMC
or
any Purchaser Trust or any of their Affiliates to track loans in preparation
for
a Securitization Transaction as described in Section 2.03 above, (ii) providing
Loan Information to FMC or any Purchaser Trust or any of their Affiliates as
a
purchaser of loans in a Securitization Transaction, (iii) sharing Loan
Information among XXXX, FMC, and their Affiliates for purposes of servicing
loans under the Origination Agreement or Sub-Servicing Agreement between XXXX
and Affiliates of FMC, or (iv) using, manipulating, or sharing Loan
Data.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
BANK
ONE,
NATIONAL ASSOCIATION
(Columbus,
Ohio) (Bank One):
By:
/s/Xxxx
Xxxxx Xxxxx
Print
Name: Xxxx
Xxxxx Xxxxx
Title:
Vice
President, Education Lending
THE
FIRST
MARBLEHEAD CORPORATION
(FMC)
By:
/s/Xxxxx Xxxxx
Print
Name: Xxxxx
Xxxxx
Title:
President
Note
Purchase Agreement
Index
to Exhibits
Exhibit
A Pool
Supplement
Exhibit
B Co-Lender
Indemnification Agreement
Exhibit
C Monthly
File Report Layout - EOM Servicing
Exhibit
D
Monthly
File Report Layout - Transactional Detail
Exhibit
E Weekly
Origination Transmission File Data Elements
EXHIBIT
A
Pool
Supplement
This
Pool
Supplement ("Supplement") is entered into pursuant to and forms a part of that
certain Amended and Restated Note Purchase Agreement (the "Agreement") dated
as
of ___________, 2002 by and between The First Marblehead Corporation ("FMC")
and
Bank One, National Association (Columbus, Ohio) (“Bank One”). This Supplement is
dated ___________,
___.
Capitalized terms used in this Supplement without definitions have the meaning
set forth in the Agreement.
Article
1: Purchase and Sale.
In
consideration of the Minimum Purchase Price set forth in Schedule 1 attached
hereto, Program Lender hereby transfers, sells, sets over and assigns to [name
of purchasing entity] ("Purchaser Trust"), upon the terms and conditions set
forth in the Agreement (which are incorporated herein by reference with the
same
force and effect as if set forth in full herein), each EDUCATION ONE Loan
described in the attached Schedule 2 (“the Transferred EDUCATION ONE Loans”)
along with all of Program Lender’s rights under the Guaranty Agreement relating
to the Transferred EDUCATION ONE Loans. Program Lender hereby transfers and
delivers to the Purchaser Trust each EDUCATION ONE Note evidencing such
EDUCATION ONE Loan and all Origination Records relating thereto, in accordance
with the terms of the Agreement. Purchaser Trust hereby purchases said EDUCATION
ONE Notes on said terms and conditions.
Article
2: Price.
The
amounts paid pursuant to this Supplement are:
For
Old Loans,
the
term “Minimum Purchase Price” shall mean the sum of:
| (b) |
The
unpaid principal amount of the EDUCATION ONE Loans in question [**];
plus
|
(b)
all
accrued and unpaid interest on such EDUCATION ONE Loans, [**]; plus
|
(c)
|
all
fees paid by Bank One to XXXX with respect to such EDUCATION ONE
Loans
[**]; plus
|
(d)
a
marketing fee and loan premium, [**], as follows:
(A)
With
respect to [**] as described in Schedule 3.3 to the Guaranty
Agreement:
(i) [**]%
with respect to Undergraduate Cosigned Loans;
(ii) [**]%
with respect to Graduate Cosigned Loans;
(iii)
[**]%
with respect to Continuing Education Loans (both Cosigned and
Creditworthy);
(iv) [**]%
with respect to K-12 loans.
(B)
With
respect to Loans that do not qualify as Premium Loans as described in schedule
3.3 to the Guaranty Agreement:
(i) [**]%
with respect to Undergraduate Cosigned Loans;
(ii) [**]%
with respect to Graduate Cosigned Loans;
(iii)
[**]%
with respect to Continuing Education Loans (both Cosigned and
Creditworthy);
(iv) [**]%
with respect to K-12 loans;
in
either
case, plus;
(e)
the
amount of any Guaranty Fees [**].
For
New Loans,
the
term “Minimum Purchase Price” shall mean the sum of:
|
(a)
|
The
unpaid principal amount [**]; plus
|
|
(b)
|
all
accrued and unpaid interest on such EDUCATION ONE Loans, [**];
plus
|
|
(c)
|
all
fees paid by Bank One to XXXX with respect to such EDUCATION ONE
Loans
[**], plus
|
|
(d)
|
a
marketing fee and loan premium, [**], as follows (for tier references,
see
Schedule 3.3 of the Guaranty
Agreement):
|
|
(i)
|
with
respect to Undergraduate Creditworthy Loans, [**]% [**] and [**]%
for
[**];
|
|
(ii)
|
with
respect to Graduate Creditworthy Loans, [**]% [**] and [**]% for
[**];
|
|
(iii)
|
with
respect to Continuing Education Loans (both Cosigned and Creditworthy),
[**]% [**] and [**]% [**];
|
(iv)
with
respect to K-12 loans, [**]%, plus;
|
(e)
|
the
amount of any Guaranty Fees [**].
|
Article
3: Representations and Warranties.
3.01. By
Program Lender.
Bank
One
repeats the representations and warranties contained in Section 5.02 of the
Agreement and confirms the same are true and correct as of the date hereof
with
respect to the Agreement and to this Supplement.
3.02. By
Purchaser Trust.
The
Purchaser Trust hereby represents and warrants to the Bank One that at the
date
of execution and delivery of this Supplement by the Purchaser
Trust:
(a) The
Purchaser Trust is duly organized and validly existing as a business trust
under
the laws of the State of Delaware with the due power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is presently conducted, and had at all relevant times, and
has, the power, authority and legal right to acquire and own the Transferred
EDUCATION ONE Loans.
(b) The
Purchaser Trust is duly qualified to do business and has obtained all necessary
licenses and approvals, in all jurisdictions in which the ownership or lease
of
property or the conduct of its business shall require such
qualifications.
(c) The
Purchaser Trust has the power and authority to execute and deliver this Pool
Supplement and to carry out its respective terms; the Purchaser Trust has the
power and authority to purchase the Transferred EDUCATION ONE Loans and rights
relating thereto as provided herein from the Bank One and the Purchaser Trust
has duly authorized such purchase from the Bank One by all necessary action;
and
the execution, delivery and performance of this Pool Supplement has been duly
authorized by the Purchaser Trust by all necessary action on the part of the
Purchaser Trust.
(d) This
Pool
Supplement, together with the Agreement of which this Supplement forms a part,
constitutes a legal, valid and binding obligation of the Purchaser Trust,
enforceable in accordance with its terms.
(e) The
consummation of the transactions contemplated by the Agreement and this
Supplement and the fulfillment of the terms hereof do not conflict with, result
in any breach of any of the terms and provisions of, or constitute (with or
without notice or lapse of time) a default under, the governing instruments
of
the Purchaser Trust or any indenture, agreement or other instrument to which
the
Purchaser Trust is a party or by which it is bound; or result in the creation
or
imposition of any lien upon any of its properties pursuant to the terms of
any
such indenture, agreement or other instrument; or violate any law or any order,
rule or regulation applicable to the Purchaser Trust of any court or of any
federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Purchaser Trust or its
properties.
(f) There
are
no proceedings or investigations pending, or threatened, before any court,
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Purchaser Trust or its properties: (1) asserting
the invalidity of the Agreement or this Pool Supplement, (2) seeking to prevent
the consummation of any of the transactions contemplated by the Agreement or
this Pool Supplement, or (3) seeking any determination or ruling that is likely
to materially or adversely affect the performance by the Purchaser Trust of
its
obligations under, or the validity or enforceability of the Agreement or this
Pool Supplement.
Article
4: Cross Receipt.
Bank
One
hereby acknowledges receipt of the Minimum Purchase Price. Purchaser Trust
hereby acknowledges receipt of the Transferred EDUCATION ONE Loans included
in
the Pool.
Article
5: Assignment of Origination, Guaranty and Servicing Rights.
Bank
One
hereby assigns and sets over to Purchaser Trust any claims it may now or
hereafter have under the Guaranty Agreement, the Origination Agreement, and
the
Servicing Agreement to the extent the same relate to the Transferred EDUCATION
ONE Loans described in Schedule 2, other than any right to obtain servicing
after the date hereof. It is the intent of this provision to vest in Purchaser
Trust any claim of Bank One relating to defects in origination, guaranty, or
servicing of the loans purchased hereunder in order to permit Purchaser Trust
to
assert such claims directly and obviate any need to make the same claims against
Bank One under this Agreement.
Article
6: Owner Trustee.
It
is
expressly understood and agreed by the parties hereto that (a) this Pool
Supplement is executed and delivered by _________________________ (the
“Owner Trustee”) not individually or personally, but solely as owner trustee of
the Purchaser Trust under the Trust Agreement dated as of
________________,
with
______________ _________________,
in the
exercise of the powers and authority conferred and vested in it, (b) each of
the
representations, undertakings and agreements herein made on the part of the
Purchaser Trust are made and intended not as personal representations,
undertakings and agreements by the Owner Trustee, but are made and intended
for
the purpose for binding only the Purchaser Trust, (c) nothing herein contained
shall be construed as creating any personal or individual liability on the
Owner
Trustee, to perform any covenant either expressed or implied contained herein,
all such liability, if any, being expressly waived by the parties hereby and
by
any person claiming by, through, or under the parties hereto, and (d) under
no
circumstances shall the Owner Trustee be personally liable for the payment
of
any indebtedness or expenses of the Purchaser Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by the Purchaser Trust under this Supplement or any other documents
related to the EDUCATION ONE Notes.
IN
WITNESS WHEREOF, the parties have caused this Supplement to be executed as
of
the date set forth above.
THE
FIRST
MARBLEHEAD CORPORATION
By:______________________________
Name:
___________________________
Title:
____________________________
PURCHASER
NAME:
By:
OWNER
TRUSTEE
By:______________________________
Print
Name: _______________________
Title:
____________________________
BANK
ONE,
N.A.
(Columbus,
Ohio)
By:
______________________________
Print
Name: _______________________
Title:
____________________________
Schedule
1 to Pool Supplement
(SAMPLE)
SETTLEMENT
SCHEDULE
FMC
200__-CP-__
PROGRAM
NAME LOANS
#
of
Loans Total
Principal
Accrued
Interest at Note Rate
EXHIBIT
B
CO-LENDER
INDEMNIFICATION AGREEMENT
THIS
CO-LENDER INDEMNIFICATION AGREEMENT (the "Agreement") is made as of
[DATE],
by and
between [Names and Addresses of Co-Lenders] ("Co-Lender"), and Bank One,
National Association (Columbus, Ohio) ("Bank One"), a national banking
association organized under the laws of the United States, with its headquarters
and principal place of business located at Columbus, Ohio (Co-Lender and Bank
One are sometimes collectively referred to as the "Lenders" and are each
sometimes severally referred to as a "Lender").
RECITALS
| A. |
The
Lenders are participants in certain private education loan programs
to pay
the costs of attending institutions of education which are themselves
participants in the XXXX Program (the "Participating Institutions")
whereunder such loans (the "XXXX Loans") are guaranteed by The Education
Resources Institute, Inc. (“XXXX”) (collectively, the "XXXX
Programs").
|
| B. |
Each
of the Lenders, individually, have entered into an agreement (each,
a
"Purchase Agreement") with The First Marblehead Corporation or The
National Collegiate Trust, pursuant to which Purchase Agreements
such
Lenders have agreed to sell certain XXXX Loans to [Name of Purchasing
Entity] (the "Purchaser Trust"), each such purchase to be funded
through
the issuance and sale of certificates, bonds or other evidences of
indebtedness, the repayment of which are supported by such XXXX Loans
(the
"Subject Securitization
Transaction").
|
C.
As
a
condition precedent to the obligation of each Lender to consummate the sale
of
XXXX Loans originated by them to the Purchaser Trust, all Lenders whose
XXXX-Guaranteed Loans will be included in the Subject Securitization Transaction
are required to execute and deliver to the other Lenders requesting same a
copy
of this Agreement.
NOW,
THEREFORE, in consideration of the foregoing Recitals and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE
I
REPRESENTATIONS
AND WARRANTIES
1.01 Each
Lender represents and warrants to each other Lender requesting this Agreement,
as to itself, that as of the date hereof:
(a) It
is a
national banking association, duly organized, validly existing and in good
standing under the laws of the United States and has the power and authority
to
originate and/or hold XXXX Loans, to consummate the transaction contemplated
by
the Purchase Agreement to which it is a party, and to execute and deliver and
perform its obligations under this Agreement;
(b) This
Agreement has been duly authorized, executed and delivered and constitutes
its
legal, valid and binding obligation, enforceable against it in accordance with
its terms except as enforceability may be limited by (a) the receivership,
conservatorship and similar supervisory powers of bank regulatory agencies
generally, as well as bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the enforcement
of
the rights of creditors; (b) general principles of equity (including
availability of equitable remedies), whether enforcement is sought in a
proceeding in equity or at law; and (c) applicable securities laws and public
policy considerations underlying the securities laws to the extent that such
public policy considerations limit the enforceability of the provisions of
this
Agreement which purport to provide indemnification with respect to securities
law liabilities;
(c) Each
XXXX
Loan included in the Subject Securitization Transaction originated by it is
the
valid, binding and enforceable obligation of the borrower executing the same,
and of any cosigner thereto, enforceable against the borrower and cosigner
thereunder in accordance with its terms except as enforceability may be affected
by bankruptcy, insolvency, moratorium or other similar laws affecting the rights
of creditors generally and by equitable principles;
(d) At
the
time of origination, each XXXX Loan included in the Subject Securitization
Transaction originated by it and any accompanying notices and disclosures
conforms in all material respects to all applicable state and federal laws,
rules and regulations and the origination thereof was conducted in material
compliance with all applicable state and federal laws concerning the actions
of
the Lender, including, without limitation, the Equal Credit Opportunity
Act;
(e) At
the
time of origination, each-XXXX Loan included in the Subject Securitization
Transaction originated by it is in compliance in all material respects with
any
applicable usury laws at the time made and as of the time of sale to the
Purchaser Trust pursuant to the Purchase Agreement to which Lender is a party;
and
(f) The
respective Lender has no actual knowledge of any defense to payment with respect
to any XXXX Loan included in the Subject Securitization Transaction originated
by it nor is there any action before any state or federal court, administrative
or regulatory body, pending against the Lender with regard to its XXXX Loans
in
which an adverse result would have a material adverse effect upon the validity
or enforceability of its XXXX Loans.
ARTICLE
2
INDEMNIFICATION
2.01 Cross-Indemnification.
Each Lender (an “Indemnifying Party”) hereby agrees to indemnify, hold harmless
and defend each other and such other Lender’s respective officers, directors,
employees, attorneys, agents (not including any Participating Institution or
the
servicer of any XXXX Loan) and each person who controls such other Lender within
the meaning of either Section 15 of the Securities Act of 1933, as amended,
or
Section 20 of the Securities Exchange Act of 1934, as amended (collectively
and
severally, the “Indemnified Parties”), from and against any and all claims,
obligations, penalties, actions, suits, judgments, costs, disbursements, losses,
liabilities and/or damages (including, without limitation, reasonable external
attorneys’ fees and the allocated costs of internal salaried attorneys) of any
kind whatsoever which may at any time be imposed on, assessed against or
incurred by any such Indemnified Party in any way relating to or arising out
of
the material inaccuracy or incompleteness of any representation or warranty
made
by the Indemnifying Lender hereunder or the material inaccuracy or
incompleteness of any representation or warranty made by the Indemnifying Lender
to any Participating Institution in connection with the XXXX Program or the
Subject Securitization Transaction. The indemnity provided by each Indemnifying
Lender hereunder is in addition to any liability which such Lender may otherwise
have to the Indemnified Parties, at law, in equity or otherwise, in connection
with the Subject Securitization Transaction.
2.02
Procedure for Indemnification. In case any proceeding (including any
governmental investigation) shall be instituted against any Indemnified Party
in
respect of which indemnity is sought pursuant to Section 2.01, such Indemnified
Party shall promptly notify the applicable Indemnifying Party in writing. The
Indemnifying Party, upon request of the Indemnified Party, shall acknowledge
its
obligation, subject to the terms hereof, to indemnify the Indemnified Party
in
writing and shall retain counsel reasonably satisfactory to the Indemnified
Party to represent the Indemnified Party and any others the Indemnifying Party
may designate in such proceeding and the Indemnifying Party shall pay the fees
and disbursements of such counsel related to such proceeding, within a
reasonable period of time after such fees and disbursements are billed by such
counsel. If the Indemnifying Party fails to acknowledge its obligation, subject
to the terms hereof, to indemnify in writing or fails to retain such counsel
within a reasonable period of time after such notice was given, then the
Indemnified Party shall have the right to retain its own counsel, and the fees
and expenses of such counsel shall be at the expense of the Indemnifying Party.
In any such proceeding, any Indemnified Party shall have the right to retain
its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless (a) the preceding sentence is applicable,
(b)
the Indemnifying Party and the Indemnified Party shall have mutually agreed
to
the retention of such counsel or (c) the named parties to any such proceeding
(including any impleaded parties) include both the Indemnifying Party and the
Indemnified Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them.
It
is understood that the Indemnifying Party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm (in addition to
any
local counsel) for all such Indemnified Parties, and that all such fees and
expenses shall be reimbursed as they are incurred.
2.03
Settlements of Proceedings. The Indemnifying Party shall not be liable for
any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff,
the
Indemnifying Party agrees to indemnify the Indemnified Party from and against
any loss or liability by reason of such settlement or judgment. No Indemnifying
Party, without the prior written consent of the Indemnified Party, shall effect
any settlement of any pending or threatened proceeding in respect of which
any
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such settlement includes
an
unconditional release of such Indemnified Party from all liability on claims
that are the subject of such proceeding.
ARTICLE
3
MISCELLANEOUS
3.01
Notices. All demands, notices and communications upon or to any Lender under
this Agreement shall be in writing, personally delivered or mailed by certified
mail, return receipt requested, to such Lender at its address set forth below
or
to such other address as may hereafter be furnished by such Lender to the other
Lenders hereunder in writing, and shall be deemed to have been duly given upon
receipt.
If
to
Co-Lender:
___________________________
___________________________
___________________________
with
a
copy to:
___________________________
___________________________
___________________________
If
to
Bank One:
Bank
One,
N.A.
Xxxx
X.
Xxxxxxx
Vice
President
0
Xxxxxxxxx Xxxxx
Xxxxxx,
Xxxxx 00000
Fax
No.:
000-000-0000
With
a
copy to:
EDUCATION
ONE Group
00000
XXX
Xxxxxxx
Xxxxxxxxxxxx,
Xxxxxxx 00000
Attn:
Xxxxxx X. Xxxxx
Fax
No.:
000-000-0000
3.02
Successors and Assigns. This Agreement is binding on the Lenders and their
respective successors and assigns. No Lender shall assign its rights or
obligations under this Agreement without the prior written consent of all other
Lender hereunder, other than to its wholly owned affiliate, and any assignment
in violation of this prohibition shall be automatically deemed null and
void.
3.03
Arbitration. The parties acknowledge that this Agreement evidences a transaction
involving interstate commerce. Any controversy or claim arising out of or
relating to this Agreement, or the breach of the same, shall be settled through
consultation and negotiation in good faith and a spirit of mutual cooperation
for up to fifteen (15) days commencing on the date when one party gives written
notice to the other party of any controversy or claim. However, if those
attempts fail, the parties agree that any misunderstandings or disputes arising
from this Agreement shall be decided by binding arbitration which shall be
conducted, upon request by either party, in New York, New York or such other
mutually agreed upon location, before one (1) arbitrator designated by the
American Arbitration Association (the “AAA”), in accordance with the terms of
the Commercial Arbitration Rules of the AAA, and, to the maximum extent
applicable, the United States Arbitration Act (Title 9 of the United States
Code). Notwithstanding anything herein to the contrary, either party may proceed
to a court of competent jurisdiction to obtain equitable relief at any
time.
3.04 Severability.
Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction.
3.05 Counterparts.
This Agreement may be executed by the parties hereto in separate counterparts,
each of which when so executed and delivered shall be an original, but all
such
counterparts shall together constitute but one and the same
instrument.
3.06 Headings.
The headings of the various Articles and Sections herein are for convenience
of
reference only and shall not define or limit any of the terms or provisions
hereof.
3.07 Amendment.
This Agreement may not be amended nor terms or provisions hereof waived unless
such amendment or waiver is in writing and signed by all parties
hereto.
3.08 No
Waiver. No delay or failure by any party to exercise any right, power or remedy
hereunder shall constitute a waiver thereof by such party, and no single or
partial exercise by any party of any right, power or remedy shall preclude
other
or further exercise thereof or any exercise of any other rights, powers or
remedies.
3.09 Entire
Agreement. This Agreement embodies the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes
all
prior agreements and understandings relating to the subject matter hereof and
thereof.
3.10 Governing
Law. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York without regard to its conflict of laws
doctrine.
3.11 No
Third
Party Beneficiaries. This Agreement is made and entered into for the protection
and legal benefit of the parties hereto, their permitted successors and assigns,
and each and every Indemnified Party, and no other person shall be a direct
or
indirect beneficiary of, or have any direct or indirect cause of action or
claim
in connection with, this Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as
of the day and year first above written.
CO-LENDER(S)
_____________________________
By:
_____________________________
Print
Name: _______________________
Title:
____________________________
[LENDER
NAME]
_____________________________
By:
_____________________________
Print
Name: _______________________
Title:
____________________________
EXHIBIT
C
TO NOTE PURCHASE AGREEMENT
MONTHLY
FILE REPORT LAYOUT - EOM SERVICING
|
BF-SSN
Borrower
Social Security Number
|
1
|
9
|
N
|
X(9)
|
Spaces
|
|
LN-SEQ
Loan
sequence number
|
10
|
4
|
N
|
9(4)
|
Zeros
|
|
LD-END-GRC-PRD
Grace
period end date
|
14
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
24
|
1
|
N
|
X(1)
|
Spaces
|
|
LN-MTH-GRC-PRD-DSC
Number
of months disclosed for the grace period.
|
25
|
3
|
N
|
9(3)
|
Zeros
|
|
LD-TRM-END
Loan
term end date
|
28
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
LD-TRM-BEG
Loan
term begin date
|
38
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
LF-GTR-RFR
Guarantor
reference identification number
|
48
|
12
|
A/N
|
X(12)
|
Spaces
|
|
XX-XXX-SCL-ORG
Original
school identifier
|
60
|
8
|
A/N
|
X(8)
|
Spaces
|
|
LC-SCY-PGA
Secondary
program administrator code
|
68
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-SCY-PGA
Text
description for Secondary program administrator code
|
70
|
20
|
A/N
|
X(20)
|
Spaces
|
|
IC-LON-PGM
Type
of Loan
|
90
|
6
|
A/N
|
X(6)
|
Spaces
|
|
LF-RGL-CAT-LP06
Regulatory
category code for Interest Rate
|
96
|
7
|
A/N
|
Internal
Use
|
Spaces
|
|
IF-DOE-LDR
Lender
Department of Education code
|
103
|
8
|
A/N
|
X(8)
|
Spaces
|
|
IF-GTR
Guarantor
code
|
111
|
6
|
A/N
|
X(6)
|
Spaces
|
|
XX-XXX-SSN
Student's
social security number
|
117
|
9
|
A/N
|
X(9)
|
Spaces
|
|
XX-XXX-1-DSB
Date
of the first disbursement for the loan
|
126
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
LC-ACA-GDE-LEV
Academic
Grade Xxxxx
|
000
|
0
|
X/X
|
X(0)
|
Xxxxxx
|
|
XX-XXX-XXX-XXX
Text
description for Academic Grade Xxxxx
|
000
|
00
|
X/X
|
X(00)
|
Spaces
|
|
LC-SCY-PGA-PGM-YR
Secondary
party administration program year code
|
158
|
1
|
A/N
|
X(1)
|
Spaces
|
|
WX-SCY-PGA-PGM-YR
Text
description for Secondary party administration program
year
|
159
|
20
|
A/N
|
X(20)
|
Spaces
|
|
IC-HSP-CSE
Hospital
course code
|
179
|
3
|
A/N
|
X(3)
|
Spaces
|
|
WX-HSP-CSE
Text
description for Hospital course code
|
182
|
20
|
A/N
|
X(20)
|
Spaces
|
|
IF-OWN
Current
Owner code
|
202
|
8
|
A/N
|
X(8)
|
Spaces
|
|
XX-XXX-EFF-ADD
Effective
loan add date
|
210
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
220
|
1
|
N
|
X(1)
|
Spaces
|
|
LA-R78-INT-MAX
Maximum
amount of Rule 78 interest charged to the loan
|
221
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
229
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-DAY-GRC-RMN
Number
of days remaining in grace
|
230
|
4
|
N
|
9(4)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
234
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-DAY-ENR-ELP
Number
of days elapsed in enrollment
|
235
|
4
|
N
|
9(4)
|
Zeros
|
|
WD-RPY-BEG
Repayment
begin date
|
239
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
249
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-DAY-RPD-ELP
Number
of days elapsed in repayment
|
250
|
5
|
N
|
9(5)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
255
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-MTH-RPD-ELP
Number
of months elapsed in repayment
|
256
|
3
|
N
|
9(3)
|
Zeros
|
|
IM-PGA-SHO
Program
Administration Short Name
|
259
|
20
|
A/N
|
X(20)
|
Spaces
|
|
IM-GTR-SHO
Guarantor's
Short Name
|
279
|
20
|
A/N
|
X(20)
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
299
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-CUR-PRI
Current
end of month principal amount
|
300
|
9
|
N
|
999999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
309
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-CUR-BR-INT
Current
end of month borrower interest amount
|
310
|
9
|
N
|
999999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
319
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-CUR-GOV-INT
Current
end of month government interest amount
|
320
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
328
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-CUR-OTH-CHR
Current
end of month "other charges" amount
|
329
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
337
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-AVG-DAY-BAL
Average
daily balance amount
|
338
|
9
|
N
|
999999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
347
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-PRV-MTH-PRI
Amount
of previous month principal
|
348
|
9
|
N
|
999999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
357
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-PRV-MTH-BR-INT
Amount
of previous month borrower interest
|
358
|
9
|
N
|
999999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
367
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-PRV-MTH-GOV-INT
Amount
of previous month government interest
|
368
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
376
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-PRV-MTH-OTH-CHR
Amount
of previous month "other charges"
|
377
|
8
|
N
|
99999.99
|
Zeros
|
|
WM-BR-1
Borrower's
first name
|
385
|
13
|
A/N
|
X(13)
|
Spaces
|
|
WM-BR-MID
Borrower's
middle name
|
398
|
13
|
A/N
|
X(13)
|
Spaces
|
|
WM-BR-LST
Borrower's
last name
|
411
|
23
|
A/N
|
X(23)
|
Spaces
|
|
WM-BR-LST-SFX
Borrower's
last name suffix
|
434
|
4
|
A/N
|
X(04)
|
Spaces
|
|
DD-BRT
Borrower's
birth date
|
438
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
XX-XXX-1
Student's
first name
|
448
|
13
|
A/N
|
X(13)
|
Spaces
|
|
XX-XXX-MID
Student's
middle name
|
461
|
13
|
A/N
|
X(13)
|
Spaces
|
|
XX-XXX-LST
Student's
last name
|
474
|
23
|
A/N
|
X(23)
|
Spaces
|
|
XX-XXX-LST-SFX
Student's
last name suffix
|
497
|
4
|
A/N
|
X(04)
|
Spaces
|
|
WX-STR-ADR-1
Borrower's
street address line 1
|
501
|
32
|
A/N
|
X(32)
|
Spaces
|
|
WX-STR-ADR-2
Borrower's
street address line 2
|
533
|
32
|
A/N
|
X(32)
|
Spaces
|
|
WX-STR-ADR-3
Borrower's
street address line 3
|
565
|
32
|
A/N
|
X(32)
|
Spaces
|
|
WM-CT-T
Borrower's
city (post office) address
|
597
|
22
|
A/N
|
X(22)
|
Spaces
|
|
DC-DOM-ST
Borrower's
state code
|
619
|
2
|
A/N
|
X(2)
|
Spaces
|
|
DF-ZIP-CDE
Borrower's
zip code
|
621
|
9
|
A/N
|
X(9)
|
Spaces
|
|
DI-VLD-ADR
Borrower's
address indicator
|
630
|
1
|
A/N
|
'Y'
Valid Address
'N'
Invalid Address
|
Spaces
|
|
DD-STA-PDEM30
Date
of last change to borrower's address
information
|
631
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
DM-FGN-CNY
Borrower's
Foreign country address
|
641
|
15
|
A/N
|
X(15)
|
Spaces
|
|
DM-FGN-ST
Borrower's
Foreign state address.
|
656
|
15
|
A/N
|
X(15)
|
Spaces
|
|
DN-PHN-XTN
Borrower's
Phone extension
|
671
|
4
|
A/N
|
X(04)
|
Spaces
|
|
DN-DOM-PHN-LCL
Borrower's
Phone number
|
675
|
4
|
A/N
|
X(04)
|
Spaces
|
|
DN-DOM-PHN-XCH
Borrower's
Phone exchange
|
679
|
3
|
A/N
|
X(03)
|
Spaces
|
|
DN-DOM-PHN-ARA
Borrower's
Phone area code
|
682
|
3
|
A/N
|
X(03)
|
Spaces
|
|
DN-FGN-PHN-INL
Borrower's
Foreign phone international access number
|
685
|
3
|
A/N
|
X(3)
|
Spaces
|
|
DN-FGN-PHN-CNY
Borrower's
Foreign phone country number
|
688
|
3
|
A/N
|
X(3)
|
Spaces
|
|
DN-FGN-PHN-CT
Borrower's
Foreign phone city number
|
691
|
4
|
A/N
|
X(4)
|
Spaces
|
|
DN-FGN-PHN-LCL
Borrower's
Foreign phone local number
|
695
|
7
|
A/N
|
X(7)
|
Spaces
|
|
DI-PHN-VLD
Borrower's
Phone indicator
|
702
|
1
|
A/N
|
'Y'
Valid Phone
'N'
Invalid Phone
|
Spaces
|
|
DD-SKP-BEG
Skip
Tracing begin date
|
703
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WI-LON-COS
Cosigner
indicator
|
713
|
1
|
A/N
|
'Y'
Have cosigner
'N'
No cosigner
|
Spaces
|
|
WI-LON-CMK
Comaker
indicator
|
714
|
1
|
A/N
|
'Y'
Have co-maker
'N'
No co-maker
|
Spaces
|
|
WI-LON-CBR
Coborrower
indicator
|
715
|
1
|
A/N
|
'N'
|
Spaces
|
|
WI-OTH-EDS-TYP
Other
endorser indicator
|
716
|
1
|
A/N
|
'N'
|
Spaces
|
|
XX-XXX-SCL-ORG
Name
of the originating school
|
717
|
20
|
A/N
|
X(20)
|
Spaces
|
|
WC-TYP-SCL-ORG
Original
school type code
|
737
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-TYP-SCL-ORG
Text
description for Original school type code
|
739
|
20
|
A/N
|
X(20)
|
Spaces
|
|
WI-PPR-SCL-ORG
Original
school proprietary school indicator
|
759
|
1
|
A/N
|
X(01)
|
Spaces
|
|
XX-XXX-SCL-ENR-CUR
Identifier
of the school currently enrolled in
|
760
|
8
|
A/N
|
X(8)
|
Spaces
|
|
LD-SCL-SPR
Last
day of enrollment
|
768
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
778
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-DAY-GRC-ELP
Number
of days elapsed in grace status
|
779
|
4
|
N
|
9(4)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
783
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-DAY-ENR-RMN
Number
of days remaining in enrollment status
|
784
|
4
|
N
|
9(4)
|
Zeros
|
|
WC-TYP-SCL-CUR
Current
school type code
|
788
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-TYP-SCL-CUR
Text
description for Current school type code
|
790
|
20
|
A/N
|
X(20)
|
Spaces
|
|
WI-PPR-SCL-CUR
Current
school proprietary school indicator
|
810
|
1
|
A/N
|
X(01)
|
Spaces
|
|
IF-GTR-RPT-SCL
Guarantor
reporting code for school
|
811
|
8
|
A/N
|
X(8)
|
Spaces
|
|
WC-SCL-CUR-DOM-ST
Current
school state mail code
|
819
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WC-SCL-ORG-DOM-ST
Original
school state mail code
|
821
|
2
|
A/N
|
X(2)
|
Spaces
|
|
LD-RPS-1-PAY-DU
When
the borrower's first payment is due
|
823
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
LD-SNT-RPD-DIS
Date
repayment disclosure sent
|
833
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
LD-BIL-DU
Date
the next installment xxxx is due
|
843
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
853
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-MTH-INT-CAP-FRQ
Interest
capitalization frequency (in number of months)
|
854
|
2
|
N
|
9(2)
|
Zeros
|
|
WX-INT-CAP-FRQ
Text
description for the Interest capitalization frequency
|
856
|
15
|
A/N
|
X(15)
|
Spaces
|
|
LC-TYP-SCH-DIS
Type
of repayment schedule disclosed
|
871
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-TYP-SCH-DIS
Text
description for type of repayment schedule disclosed
|
873
|
20
|
A/N
|
X(20)
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
893
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-RPS-ISL-1
Installment
amount of loan repayment schedule 1
|
894
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
902
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-RPS-ISL-2
Installment
amount of loan repayment schedule 2
|
903
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
911
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-RPS-ISL-3
Installment
amount of loan repayment schedule 3
|
912
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
920
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-RPS-ISL-4
Installment
amount of loan repayment schedule 4
|
921
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
929
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-RPS-ISL-5
Installment
amount of loan repayment schedule 5
|
930
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
938
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-RPS-ISL-6
Installment
amount of loan repayment schedule 6
|
939
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
947
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-RPS-ISL-7
Installment
amount of loan repayment schedule 7
|
948
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
956
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-RPS-TRM-1
Loan
repayment term 1
|
957
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
960
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-RPS-TRM-2
Loan
repayment term 2
|
961
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
964
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-RPS-TRM-3
Loan
repayment term 3
|
965
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
968
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-RPS-TRM-4
Loan
repayment term 4
|
969
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
972
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-RPS-TRM-5
Loan
repayment term 5
|
973
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
976
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-RPS-TRM-6
Loan
repayment term 6
|
977
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
980
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-RPS-TRM-7
Loan
repayment term 7
|
981
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
984
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-RPS-TRM-INI
Initial
loan repayment term
|
985
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
988
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-1-DSB
Amount
of first disbursement
|
989
|
9
|
N
|
999999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
998
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-LON-TOT-DSB
Total
amount disbursed for loan
|
999
|
9
|
N
|
999999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1008
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-LON-TOT-INS-PRM
Total
amount of loan insurance premiums
|
1009
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1017
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-LON-TOT-ORG-FEE
Total
amount of loan origination fees
|
1018
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1026
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-LON-TOT-OTH-FEE
Total
amount of other fees for loan
|
1027
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1035
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-ORG-PRI
Original
amount of principal
|
1036
|
9
|
N
|
999999.99
|
Zeros
|
|
WI-LON-FUL-DSB
Fully
disbursed loan indicator
|
1045
|
1
|
A/N
|
X(01)
|
Spaces
|
|
LD-DSB
Disbursement
date
|
1046
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1056
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-LST-DSB
Amount
of last disbursement
|
1057
|
9
|
N
|
999999.99
|
Zeros
|
|
LD-DFR-BEG
Date
deferment begins
|
1066
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
LD-DFR-END
Date
deferment ends
|
1076
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1086
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-DAY-DFR-RMN
Number
of days remaining in deferment
|
1087
|
4
|
N
|
9(4)
|
Zeros
|
|
LC-DFR-TYP
Deferment
type code
|
1091
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-DFR-TYP
Text
description for deferment type code
|
1093
|
20
|
A/N
|
X(20)
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1113
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-MTH-IN-DFR
Number
of months elapsed in deferment
|
1114
|
3
|
N
|
9(3)
|
Zeros
|
|
LD-FOR-BEG
Date
current forbearance began
|
1117
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
LD-FOR-END
Date
current forbearance ends
|
1127
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1137
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-DAY-FOR-RMN
Number
of days remaining in forbearance
|
1138
|
4
|
N
|
9(4)
|
Zeros
|
|
LC-FOR-TYP
Forbearance
type code
|
1142
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-FOR-TYP
Text
description for forbearance type code
|
1144
|
20
|
A/N
|
X(20)
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1164
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-MTH-IN-FOR
Number
of months elapsed in forbearance
|
1165
|
3
|
N
|
9(3)
|
Zeros
|
|
WI-INI-FOR-APL
Indicates
initial forbearance applied during this period
|
1168
|
1
|
A/N
|
'Y'
Initial forbearance applied within month
'N'
Initial forbearance not applied within month or no forbearance
exists
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1169
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-SQ-FOR-APL
Number
of subsequent forbearances applied during this period
|
1170
|
3
|
N
|
9(3)
|
Zeros
|
|
WD-SBM-PCL
Date
pre-claim submitted
|
1173
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-INI-CLM-SBM
Date
initial claim submitted
|
1183
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
LC-REA-CLP-LON
Reason
code for the claim/preclaim
|
1193
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-REA-CLP-LON
Text
description for reason code for the claim/pre-claim
|
1195
|
20
|
A/N
|
X(20)
|
Spaces
|
|
LD-CLM-REJ-RTN-ACL
Claim
rejection/return actual posted date
|
1215
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-INI-CLM-PD
Date
initial claim paid
|
1225
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1235
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-INI-CLM-INT-PD
Amount
of initial claim interest paid
|
1236
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1244
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-INI-CLM-PRI-PD
Amount
of initial claim principal paid
|
1245
|
9
|
N
|
999999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1254
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-DAY-CLM-AGE
Number
of days aging for the claim
|
1255
|
4
|
N
|
9(4)
|
Zeros
|
|
WD-RS-INI-CLM
Date
initial claim resubmitted
|
1259
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-SUP-CLM-SBM
Date
supplemental claim submitted
|
1269
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-SUP-CLM-PD
Date
supplemental claim paid
|
1279
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1289
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-SUP-CLM-INT-PD
Amount
of supplemental claim interest paid
|
1290
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1298
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-SUP-CLM-PRI-PD
Amount
of supplemental claim principal paid
|
1299
|
9
|
N
|
999999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1308
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-FAT-NSI-AT-PR
Amount
of borrower interest at time of purchase
|
1309
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1317
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-PRI-AT-PR
Amount
of principal at time of purchase
|
1318
|
9
|
N
|
999999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1327
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-DAY-RPD-AFT-CVN
Number
of days in repayment after conversion
|
1328
|
5
|
N
|
9(5)
|
Zeros
|
|
WD-FAT-APL-LST-CAP
Date
the last capitalization was applied
|
1333
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1343
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-FAT-NSI-LST-CAP
Amount
last capitalized
|
1344
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1352
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-TOT-INT-CAP
Total
amount of interest capped
|
1353
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1361
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-DAY-INT-CAP
Number
of days of interest capped
|
1362
|
4
|
N
|
9(4)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1366
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-INT-WOF
Amount
of interest write-off
|
1367
|
8
|
N
|
99999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1375
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-PRI-WOF
Amount
of principal write-off
|
1376
|
9
|
N
|
999999.99
|
Zeros
|
|
WD-LST-BR-PAY
Date
of the last borrower payment
|
1385
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1395
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-LST-PRI-PAY
Amount
of the last principal payment
|
1396
|
9
|
N
|
999999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1405
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-LST-INT-PAY
Amount
of the last interest payment
|
1406
|
8
|
N
|
99999.99
|
Zeros
|
|
WC-REA-ZRO-BAL
Zero
balance reason code
|
1414
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-REA-ZRO-BAL
Text
description for zero balance reason code
|
1416
|
20
|
A/N
|
X(20)
|
Spaces
|
|
WC-SUB-REA-ZRO-BAL
Zero
balance sub type reason code
|
1436
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-SUB-REA-ZRO-BAL
Text
description for zero balance sub-type reason code
|
1438
|
20
|
A/N
|
X(20)
|
Spaces
|
|
WD-ZRO-BAL-APL
Date
zero balance applied
|
1458
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-ZRO-BAL-EFF
Date
zero balance effective
|
1468
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1478
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-DAY-DLQ-ISL
Number
of days of delinquent installment
|
1479
|
4
|
N
|
9(4)
|
Zeros
|
|
WD-DLQ-DCO-ISL
Date
condition occurred - delinquency for installment
|
1483
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1493
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-DAY-DLQ-INT
Number
of days of delinquency interest
|
1494
|
4
|
N
|
9(4)
|
Zeros
|
|
WD-DLQ-DCO-INT
Date
condition occurred - delinquency for interest
|
1498
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
XX-XXX-STA
Loan
life cycle status code
|
1508
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-LON-STA
Text
description decoded for loan life cycle status code
|
1510
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
XX-XXX-SUB-STA
Loan
life cycle sub status code
|
1520
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-LON-SUB-STA
Text
description decoded for loan life cycle sub-status code
|
1522
|
12
|
A/N
|
X(12)
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1534
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-RPS-TRM-RMN
Remaining
loan repayment term
|
1535
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1538
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-CUR-ISL
Current
installment amount
|
1539
|
8
|
N
|
99999.99
|
Zeros
|
|
WD-XPC-POF
Expected
payoff date
|
1547
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1557
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-DAY-RPD-RMN
Number
of days remaining in repayment
|
1558
|
5
|
N
|
9(5)
|
Zeros
|
|
IM-OWN-SHO
Institution
short name
|
1563
|
20
|
A/N
|
X(20)
|
Spaces
|
|
IF-OWN-PRN
Owner
parent identifier
|
1583
|
8
|
A/N
|
X(8)
|
Spaces
|
|
WM-OWN-PRN-SHO
Super
owner short name
|
1591
|
20
|
A/N
|
X(20)
|
Spaces
|
|
IF-BND-ISS
Owner
bond issue identifier
|
1611
|
8
|
A/N
|
X(8)
|
Spaces
|
|
LF-CUR-POR
Current
portfolio assigned by secondary market
|
1619
|
20
|
A/N
|
X(20)
|
Spaces
|
|
LD-OWN-EFF-SR
Ownership
Effective Start Date
|
1639
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
II-TX-BND
Taxable
bond indicator
|
1649
|
1
|
A/N
|
'Y'
Bond issue taxable
'N'
Bond issue is not taxable
|
Spaces
|
|
ID-LON-SLE
Date
the Loan was Sold
|
1650
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
IF-SLL-OWN
Seller's
Owner ID Code
|
1660
|
8
|
A/N
|
X(8)
|
Spaces
|
|
IC-OWN-DOM-ST
Owner's
State code
|
1668
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WC-ITR-TYP-1
Interest
type code 1
|
1670
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WC-ITR-TYP-2
Interest
type code 2
|
1672
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WC-ITR-TYP-3
Interest
type code 3
|
1674
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WC-ITR-TYP-4
Interest
type code 4
|
1676
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-ITR-TYP-1
Text
description for interest type code 1
|
1678
|
20
|
A/N
|
X(20)
|
Spaces
|
|
WX-ITR-TYP-2
Text
description for interest type code 2
|
1698
|
20
|
A/N
|
X(20)
|
Spaces
|
|
WX-ITR-TYP-3
Text
description for interest type code 3
|
1718
|
20
|
A/N
|
X(20)
|
Spaces
|
|
WX-ITR-TYP-4
Text
description for interest type code 4
|
1738
|
20
|
A/N
|
X(20)
|
Spaces
|
|
WD-ITR-EFF-BEG-1
Effective
begin date for interest type 1
|
1758
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-ITR-EFF-BEG-2
Effective
begin date for interest type 2
|
1768
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-ITR-EFF-BEG-3
Effective
begin date for interest type 3
|
1778
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-ITR-EFF-BEG-4
Effective
begin date for interest type 4
|
1788
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-ITR-EFF-END-1
Effective
end date for interest type code 1
|
1798
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-ITR-EFF-END-2
Effective
end date for interest type code 2
|
1808
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-ITR-EFF-END-3
Effective
end date for interest type code 3
|
1818
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-ITR-EFF-END-4
Effective
end date for interest type code 4
|
1828
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-ITR-APL-1
Application
date for interest type code 1
|
1838
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-ITR-APL-2
Application
date for interest type code 2
|
1848
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-ITR-APL-3
Application
date for interest type code 3
|
1858
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-ITR-APL-4
Application
date for interest type code 4
|
1868
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1878
|
1
|
N
|
X(1)
|
Spaces
|
|
WR-ITR-1
Interest
rate for interest type code 1
|
1879
|
6
|
N
|
99.999
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1885
|
1
|
N
|
X(1)
|
Spaces
|
|
WR-ITR-2
Interest
rate for interest type code 2
|
1886
|
6
|
N
|
99.999
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1892
|
1
|
N
|
X(1)
|
Spaces
|
|
WR-ITR-3
Interest
rate for interest type code 3
|
1893
|
6
|
N
|
99.999
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1899
|
1
|
N
|
X(1)
|
Spaces
|
|
WR-ITR-4
Interest
rate for interest type code 4
|
1900
|
6
|
N
|
99.999
|
Zeros
|
|
WI-SPC-ITR-1
Special
interest indicator for interest type code 1
|
1906
|
1
|
A/N
|
X(01)
|
Spaces
|
|
WI-SPC-ITR-2
Special
interest indicator for interest type code 2
|
1907
|
1
|
A/N
|
X(01)
|
Spaces
|
|
WI-SPC-ITR-3
Special
interest indicator for interest type code 3
|
1908
|
1
|
A/N
|
X(01)
|
Spaces
|
|
WI-SPC-ITR-4
Special
interest rate eligibility for interest type code 4
|
1909
|
1
|
A/N
|
X(01)
|
Spaces
|
|
XX-XXX-SIN-1
Subsidized
interest eligibility code for interest type code 1
|
1910
|
1
|
A/N
|
X(1)
|
Spaces
|
|
XX-XXX-SIN-2
Subsidized
interest eligibility code for interest type code 2
|
1911
|
1
|
A/N
|
X(1)
|
Spaces
|
|
XX-XXX-SIN-3
Subsidized
interest eligibility code for interest type code 3
|
1912
|
1
|
A/N
|
X(1)
|
Spaces
|
|
XX-XXX-SIN-4
Subsidized
interest eligibility code for interest type code 4
|
1913
|
1
|
A/N
|
X(1)
|
Spaces
|
|
WX-ELG-SIN-1
Text
description for subsidized interest eligibility code 1
|
1914
|
20
|
A/N
|
X(20)
|
Spaces
|
|
WX-ELG-SIN-2
Text
description for subsidized interest eligibility code 2
|
1934
|
20
|
A/N
|
X(20)
|
Spaces
|
|
WX-ELG-SIN-3
Text
description for subsidized interest eligibility code 3
|
1954
|
20
|
A/N
|
X(20)
|
Spaces
|
|
WX-ELG-SIN-4
Text
description for subsidized interest eligibility code 4
|
1974
|
20
|
A/N
|
X(20)
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
1994
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-PAY-RPD
|
1995
|
3
|
N
|
9(3)
|
Zeros
|
|
WD-FNL-DMD-BR
Unused
|
1998
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-FNL-DMD-COS
Unused
|
2008
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WF-POR-AGE-LN-1
Identifies
the portfolio aging line
|
2018
|
3
|
A/N
|
X(3)
|
Spaces
|
|
WF-POR-AGE-LN-2
Identifies
the portfolio aging line
|
2021
|
3
|
A/N
|
X(3)
|
Spaces
|
|
WF-POR-RPT-LN-1
Identifier
/ name of PCR/PAR report lines
|
2024
|
3
|
A/N
|
X(3)
|
Spaces
|
|
WF-POR-RPT-LN-2
Identifier
/ name of PCR/PAR report line
|
2027
|
3
|
A/N
|
X(3)
|
Spaces
|
|
WF-POR-RPT-LN-3
Identifier
/ name of PCR/PAR report line
|
2030
|
3
|
A/N
|
X(3)
|
Spaces
|
|
WF-P0R-RPT-LN-4
Identifier
/ name of PCR/PAR report line
|
2033
|
3
|
A/N
|
X(3)
|
Spaces
|
|
WF-POR-RPT-LN-5
Identifier
/ name of PCR/PAR report line
|
2036
|
3
|
A/N
|
X(3)
|
Spaces
|
|
WF-POR-TME-LN
Identifies
the portfolio time line
|
2039
|
3
|
A/N
|
X(3)
|
Spaces
|
|
WD-MR50-CRT
Creation
date for this record
|
2042
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
LC-LIT-STA
Litigation
status code
|
2052
|
2
|
A/N
|
'C'
Canceled
'D'
Default Claim
'E'
Judgement Received
'G'
Garnishment
'B'
Bankruptcy
'R'
Referred
'S'
Sent claim
'V'
Out of State
|
Spaces
|
|
LD-LIT-BEG
Date
litigation began
|
2054
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WI-NEW-LON
New
loan indicator
|
2064
|
1
|
A/N
|
X(01)
|
Spaces
|
|
WI-LON-1-OWN-MR50
Earliest
owner for reporting period
|
2065
|
1
|
A/N
|
X(01)
|
Spaces
|
|
WF-TIR-PCE-LN35
Tier
price
|
2066
|
3
|
A/N
|
X(01)
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
2069
|
1
|
N
|
X(1)
|
Spaces
|
|
LA-LON-AMT-GTR
Amount
guaranteed
|
2070
|
9
|
N
|
999999.99
|
Zeros
|
|
XX-XXX-GTR
Date
guaranteed
|
2079
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
2089
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-MTH-GRC-RMN
Number
of months remaining in grace
|
2090
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
2093
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-MTH-DFR-RMN
Number
of months remaining in deferment
|
2094
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
2097
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-MTH-FOR-RMN
Number
of months remaining in forbearance
|
2098
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
2101
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-MTH-ENR-RMN
Number
of months remaining in enrollment
|
2102
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
2105
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-MTH-RPD-RMN
Number
of months remaining in repayment
|
2106
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
2109
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-MTH-ZRO-ELP
Number
of months elapsed in zero balance
|
2110
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
2113
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-MTH-GRC-ELP
Number
of months elapsed in grace
|
2114
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
2117
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-MTH-ENR-ELP
Number
of months elapsed in enrollment
|
2118
|
3
|
N
|
9(3)
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
2121
|
1
|
N
|
X(1)
|
Spaces
|
|
WN-MTH-LIT-ELP
Number
of months elapsed in litigation
|
2122
|
3
|
N
|
9(3)
|
Zeros
|
|
LC-RPD-SLE
Code
for whether a loan is to be sold, not sold, or already sold at
repayment
|
2125
|
1
|
A/N
|
X(1)
|
Spaces
|
|
WX-RPD-SLE
Text
description for Code for whether a loan is to be sold, not sold,
or
already sold at repayment
|
2126
|
20
|
A/N
|
X(20)
|
Spaces
|
|
LC-ST-BR-RSD-APL
Code
for the borrower's state of residence at time of
application.
|
2146
|
2
|
A/N
|
X(2)
|
Spaces
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
2148
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-LON-SLE-TRF-PRI
Amount
of Principal Transferred at the last sale
|
2149
|
9
|
N
|
999999.99
|
Zeros
|
|
Field
sign. Positive or negative value.
Blank
value = positive
|
2158
|
1
|
N
|
X(1)
|
Spaces
|
|
WA-LON-SLE-TRF-INT
Amount
of Interest Transferred at the last sale
|
2159
|
9
|
N
|
999999.99
|
Zeros
|
|
WA-SUB-STA-RPT
Loan
Sub-status used for reporting
|
2168
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WC-REA-ZRO-NEW
A
new attribute to report zero balance reason code not due to
write-off
|
2170
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-REA-ZRO-NEW
Text
description of the new attribute to report zero balance reason not
due to
write-off
|
2172
|
20
|
A/N
|
X(20)
|
Spaces
|
|
WC-SUB-REA-ZRO-NEW
A
new attribute to report zero balance sub-reason code not due to
write-off
|
2192
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-SUB-REA-ZRO-NEW
Text
description for a new attribute to report zero balance sub-reason
code not
due to write-off
|
2194
|
20
|
A/N
|
X(20)
|
Spaces
|
|
WD-ZRO-BAL-APL-NEW
A
new attribute for date zero balance applied not due to
write-off
|
2214
|
10
|
A/N
|
X(10)
|
Spaces
|
|
WD-ZRO-BAL-EFF-NEW
A
new attribute for date zero balance effective not due to
write-off
|
2224
|
10
|
A/N
|
X(10)
|
Spaces
|
|
DC-ADR-EML
E-mail
address type code
|
2234
|
1
|
A/N
|
X(1)
|
Spaces
|
|
DD-VER-ADR-EML
Date
e-mail address verified
|
2235
|
10
|
A/N
|
X(10)
|
Spaces
|
|
DI-VLD-ADR-EML
Validity
indicator for this e-mail address
|
2245
|
1
|
A/N
|
X(1)
|
Spaces
|
|
WX-ADR-EML-L
Length
of E-mail address text
|
2246
|
4
|
9(4)
|
Zeros
|
|
|
WX-ADR-EML-T
E-mail
address text
|
2250
|
75
|
A/N
|
X(75)
|
Spaces
|
|
LC-MPN-TYP
Code
for master prom note application type
|
2325
|
1
|
A/N
|
X(1)
|
Spaces
|
|
LD-MPN-EXP
Date
master prom note expires
|
2326
|
10
|
A/N
|
X(10)
|
Spaces
|
|
LC-MPN-SRL-LON
Code
for type of master prom note
|
2336
|
1
|
A/N
|
X(1)
|
Spaces
|
|
LC-MPN-REV-REA
Master
prom note revocation reason
|
2337
|
2
|
N
|
X(2)
|
Spaces
|
|
LF-ORG-RGN
Origination
reason
|
2339
|
8
|
N
|
X(8)
|
Spaces
|
|
XX-XXX-ALT
Alternate
identifier of a loan
|
2347
|
17
|
N
|
X(17)
|
Spaces
|
|
AN-SEQ-COM-LN-APL
Sequence
for a Commomnline application
|
2364
|
4
|
N
|
9(4)
|
Zeros
|
|
Filler
|
2368
|
37
|
A/N
|
X(37)
|
Spaces
|
Total
record length: 2404
EXHIBIT
D
TO NOTE PURCHASE AGREEMENT
MONTHLY
REPORT TRANSACTION DETAIL
|
BF-SSN
Borrower
Social Security Number
|
1
|
9
|
N
|
X(9)
|
Spaces
|
|
LN-SEQ
Loan
sequence number
|
10
|
4
|
N
|
S9(4)
|
Zeroes
|
|
LN-FAT-SEQ
Numeric
sequence of financial activity transaction
|
14
|
4
|
N
|
S9(4)
|
Zeroes
|
|
LC-FAT-REV-REA
Encoded
value for the reversal reason
|
18
|
1
|
A/N
|
X(1)
|
Spaces
|
|
WX-FAT-REV-REA
Text
description for reversal reason
|
19
|
20
|
A/N
|
X(20)
|
Spaces
|
|
LD-FAT-APL
Date
financial activity transaction applied
|
39
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
LD-FAT-PST
Date
financial activity transaction posted
|
49
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
LD-FAT-EFF
Date
financial activity transaction effect
|
59
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
LD-FAT-DPS
Date
financial activity transaction deposited
|
69
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
LC-CSH-ADV
Financial
Activity transaction cash/adv code
|
79
|
1
|
A/N
|
X(1)
|
Spaces
|
|
WX-CSH-ADV
Text
description for financial cash/adv code
|
80
|
20
|
A/N
|
X(20)
|
Spaces
|
|
LD-STA-LON90
Status
date of this LON90
|
100
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
LC-STA-LON90
Status
code of this LON90
|
110
|
1
|
A/N
|
X(1)
|
Spaces
|
|
WX-STA-LON90
Text
description for status code of this LON90
|
111
|
20
|
A/N
|
X(20)
|
Spaces
|
|
Field
Sign for LA-FAT-PCL-FEE
(Positive
if blank)
|
131
|
1
|
N
|
X(1)
|
Spaces
|
|
LA-FAT-PCL-FEE
Amount
of preclaim fee financial activity transaction
|
132
|
8
|
N
|
99999.99
|
Zeroes
|
|
Field
Sign for LA-FAT-NSI
(Positive
if blank)
|
140
|
1
|
N
|
X(1)
|
Spaces
|
|
LA-FAT-NSI
Amount
non-subsidized borrower interest financial activity
transaction
|
141
|
8
|
N
|
99999.99
|
Zeroes
|
|
Field
Sign for LA-FAT-LTE-FEE
(Positive
if blank)
|
149
|
1
|
N
|
X(1)
|
Spaces
|
|
LA-FAT-LTE-FEE
Amount
of late fee financial activity transaction
|
150
|
8
|
N
|
99999.99
|
Zeroes
|
|
Field
sign for LA-FAT-ILG-PRI
(Positive
if blank)
|
158
|
1
|
N
|
X(1)
|
Spaces
|
|
LA-FAT-ILG-PRI
Amount
of ineligible principal financial activity transaction
|
159
|
9
|
N
|
999999.99
|
Zeroes
|
|
Field
Sign for LA-FAT-CUR-PRI
(Positive
if blank)
|
168
|
1
|
N
|
X(1)
|
Spaces
|
|
LA-FAT-CUR-PRI
Amount
of current principal financial activity transaction
|
169
|
9
|
N
|
999999.99
|
Zeroes
|
|
PC-FAT-TYP
Financial
activity transaction type code
|
178
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-FAT-TYP
Text
description for financial activity transaction type code
|
180
|
20
|
A/N
|
X(20)
|
Spaces
|
|
PC-FAT-SUB-TYP
Financial
activity transaction subtype code
|
200
|
2
|
A/N
|
X(2)
|
Spaces
|
|
WX-FAT-SUB-TYP
Text
description for financial activity transaction subtype
code
|
202
|
20
|
A/N
|
X(20)
|
Spaces
|
|
Field
Sign for LA-FAT-NSI-ACR
(Positive
if blank)
|
222
|
1
|
N
|
X(1)
|
Spaces
|
|
LA-FAT-NSI-ACR
Amount
of non-subsidized interest accrual
|
223
|
8
|
N
|
99999.99
|
Zeroes
|
|
WD-RPT-MTH-BEG
First
day of reporting month
|
231
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WD-RPT-MTH-END
Last
day of reporting month
|
241
|
10
|
A/N
|
MM/DD/CCYY
|
Spaces
|
|
WX-FIN-ATY-RPT-LN
Financial
activity transaction report line text
|
251
|
3
|
A/N
|
X(3)
|
Spaces
|
|
LI-FAT-RAP
Indicates
this is the reapplied financial activity of a prior, now inactive
financial activity transaction
|
254
|
1
|
A/N
|
X(1)
|
Spaces
|
|
IF-OWN
Owner
code
|
255
|
8
|
A/N
|
X(8)
|
Spaces
|
|
IF-BND-ISS
Owner
bond issue identifier
|
263
|
8
|
A/N
|
X(8)
|
Spaces
|
|
IC-LON-PGM
Current
loan program being displayed
|
271
|
6
|
A/N
|
X(6)
|
Spaces
|
|
Filler
|
277
|
50
|
A/N
|
X(50)
|
Spaces
|
Total
record length: 326
EXHIBIT
E
TO NOTE PURCHASE AGREEMENT
WEEKLY
ORIGINATION TRANSMISSION FILE DATA ELEMENTS
|
I.
STUDENT
INFO
|
|||
|
STUSSN
|
$9.
|
/*
SOCIAL SECURITY NUMBER */
|
|
|
AN_SEQ
|
4.
|
/*
APPLICATION SEQUENCE NUMBER */
|
|
|
SLAST
|
$30.
|
/*
LAST NAME */
|
|
|
SFIRST
|
$13.
|
/*
FIRST NAME */
|
|
|
XXXX
|
$1.
|
/*
MIDDLE INITIAL */
|
|
|
SDOB
|
MMDDYY10.
|
/*
DATE OF BIRTH */
|
|
|
SUSSTA
|
$1.
|
/*
U.S. CITIZENSHIP INDICATOR */
|
|
|
SALREG
|
$10.
|
/*
ALIEN REGISTRATION */
|
|
|
II.
APPLICANT
1 INFORMATION
|
|||
|
DM_PRS_L
|
$30.
|
/*
APPLICANT LAST NAME */
|
|
|
DM_PRS_1
|
$12.
|
/*
APPLICANT FIRST NAME */
|
|
|
DM_PRS_M
|
$1.
|
/*
APPLICANT MID INITIAL */
|
|
|
BF_SSN
|
$9.
|
/*
APPLICANT SOCIAL SECURITY NUM */
|
|
|
DD_BRT
|
MMDDYY10.
|
/*
APPLICANT DATE OF BIRTH */
|
|
|
LC_REL_T
|
$2.
|
/*
APPLICANT RELATION TO XXXX */
|
|
|
AA_SAL_S
|
7.
|
/*
APPLICANT ANNUAL INCOME */
|
|
|
OTHRINCM
|
8.
|
/*
APPLICANT OTHER ANNUAL INCOME */
|
|
|
III.
APPLICANT
2 INFORMATION (If Applicable)
|
|||
|
ALAST
|
$30.
|
/*
APPLICANT LAST NAME */
|
|
|
AFIRST
|
$12.
|
/*
APPLICANT FIRST NAME */
|
|
|
AMID
|
$1.
|
/*
APPLICANT MID INITIAL */
|
|
|
LF_EDS
|
$9.
|
/*
APPLICANT SOCIAL SECURITY NUM */
|
|
|
ADOB
|
MMDDYY10.
|
/*
APPLICANT DATE OF BIRTH */
|
|
|
AMANNINC
|
8.
|
/*
APPLICANT ANNUAL INCOME */
|
|
|
AMOANINC
|
8.
|
/*
APPLICANT OTHER ANNUAL INCOME */
|
|
|
IV.
LOAN
INFORMATION
|
|||
|
AD_LON10
|
MMDDYY10.
|
/*
LOAN TERM BEGIN DATE */
|
|
|
AD_LON_T
|
MMDDYY10.
|
/*
LOAN TERM END DATE */
|
|
|
AD_GRD_X
|
MMDDYY10.
|
/*
EXPECTED GRADUATION DATE */
|
|
|
AC_ACA_G
|
$2.
|
/*
STUDENT GRADE LEVEL */
|
|
|
AC_STU_S
|
$1.
|
/*
ENROLLMENT STATUS */
|
|
|
AD_PNT_P
|
MMDDYY10.
|
/*
P-NOTE GENERATION DATE */
|
|
|
AC_ITR_T
|
$1.
|
/*
INTEREST RATE TYPE GUARANTOR */
|
|
|
AR_GTR
|
9.3
|
/*
INTEREST RATE GUARANTOR */
|
|
|
AC_ORG_P
|
$1.
|
/*
ORIGINATION STATUS */
|
|
|
AF_DOE_S
|
$8.
|
/*
SCHOOL CODE */
|
|
|
AX_SCL_B
|
$2.
|
/*
SCHOOL BRANCH ID */
|
|
|
AF_DOE_L
|
$8.
|
/*
LENDER CODE */
|
|
|
AF_LON_A
|
$17.
|
/*
COMMONLINE UNIQUE IDENTIFIER */
|
|
|
DISB1
|
MMDDYY10.
|
/*
RECOMMENDED DISBURSEMENT DATE 1 */
|
|
|
LA_DSB1
|
8.2
|
/*
DISBURSEMENT AMOUNT 1 */
|
|
|
DISBORG1
|
8.2
|
/*
ORIGINATION FEE 1 */
|
|
|
NTDISB1
|
8.2
|
/*
NET DISBURSEMENT AMOUNT 1 */
|
|
|
ADISB1
|
MMDDYY10.
|
/*
ACTUAL DISBURSEMENT DATE 1 */
|
|
|
DISB2
|
MMDDYY10.
|
/*
RECOMMENDED DISBURSEMENT DATE 2 */
|
|
|
LA_DSB2
|
8.2
|
/*
DISBURSEMENT AMOUNT 2 */
|
|
|
IV.
LOAN
INFORMATION (cont.)
|
|||
|
DISBORG2
|
8.2
|
/*
ORIGINATION FEE 2 */
|
|
|
NTDISB2
|
8.2
|
/*
NET DISBURSEMENT AMOUNT 2 */
|
|
|
ADISB2
|
MMDDYY10.
|
/*
ACTUAL DISBURSEMENT DATE 2 */
|
|
|
DISB3
|
MMDDYY10.
|
/*
RECOMMENDED DISBURSEMENT DATE 3 */
|
|
|
LA_DSB3
|
8.2
|
/*
DISBURSEMENT AMOUNT 3 */
|
|
|
DISBORG3
|
8.2
|
/*
ORIGINATION FEE 3 */
|
|
|
NTDISB3
|
8.2
|
/*
NET DISBURSEMENT AMOUNT 3 */
|
|
|
ADISB3
|
MMDDYY10.
|
/*
ACTUAL DISBURSEMENT DATE 3 */
|
|
|
DISB4
|
MMDDYY10.
|
/*
RECOMMENDED DISBURSEMENT DATE 4 */
|
|
|
LA_DSB4
|
8.2
|
/*
DISBURSEMENT AMOUNT 4 */
|
|
|
DISBORG4
|
8.2
|
/*
ORIGINATION FEE 4 */
|
|
|
NTDISB4
|
8.2
|
/*
NET DISBURSEMENT AMOUNT 4 */
|
|
|
ADISB4
|
MMDDYY10.
|
/*
ACTUAL DISBURSEMENT DATE 4 */
|
|
|
AA_REQ_7
|
8.
|
/*
SCHOOL CERTIFIED AMOUNT */
|
|
|
AD_CRT_A
|
MMDDYY10.
|
/*
DATE RECORD CREATED */
|
|
|
AC_APL_1
|
$2.
|
/*
REJECT CODE */
|
|
|
AC_APL_3
|
$2.
|
/*
SUSPEND CODE */
|
|
|
AF_CRD_R
|
$4.
|
/*
CREDIT SCORE */
|
|
|
AF_FIL
|
$10.
|
/*
REFERENCE NUMBER */
|
|
|
IC_LON_P
|
$6.
|
/*
LOAN PROGRAM */
|
|
|
AD_LON_G
|
MMDDYY10.
|
/*
DATE LOAN CREATED */
|
|
|
AD_ORG_P
|
MMDDYY10.
|
/*
PROCESS DATE */
|
|
|
AR_INC_A
|
9.
|
/*
DEBT TO INCOME ANALYSIS */
|
|
|
AC_DFR_R
|
$1.
|
/*
REPAYMENT OPTION */
|
|
|
LN_SEQ
|
4.
|
/*
LOAN SERVICING SEQUENCE NUMBER */
|
|
|
LONBEG
|
MMDDYYYY
|
/*
LOAN PERIOD START - SCHOOL */
|
|
|
LONEND
|
MMDDYYYY
|
/*
LOAN PERIOD END - SCHOOL */
|
|
|
LOANAMT
|
9.2
|
/*
ACTIVE LOAN AMOUNT */
|
|
|
V.
CANCELLATION
CODES FOR ANTICIPATED AND ACTUAL DISBURSEMENTS
|
|||
|
CANCDE1
|
$1.
|
/*
CANCELLATION CODES DISB 1 */
|
|
|
CANCDE2
|
$1.
|
/*
CANCELLATION CODES DISB 2 */
|
|
|
CANCDE3
|
$1.
|
/*
CANCELLATION CODES DISB 3 */
|
|
|
CANCDE4
|
$1.
|
/*
CANCELLATION CODES DISB 4 */
|
|
|
VI.
ACTIVE
DISBURSEMENT ROSTER DATES
|
|||
|
RSPRT1
|
MMDDYY10.
|
/*
ROSTER DATE 1 */
|
|
|
RSPRT2
|
MMDDYY10.
|
/*
ROSTER DATE 2 */
|
|
|
RSPRT3
|
MMDDYY10.
|
/*
ROSTER DATE 3 */
|
|
|
RSPRT4
|
MMDDYY10.
|
/*
ROSTER DATE 4 */
|
|
FIRST
AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
This
First Amendment to Amended and Restated Note Purchase Agreement (this
“Amendment”), dated as of June 15, 2002, is by and between BANK ONE, NATIONAL
ASSOCIATION (“Bank One”), a national banking association organized under the
laws of the United States and having its principal place of business at 000
Xxxx
Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, and THE FIRST MARBLEHEAD CORPORATION
(“FMC”), a Delaware corporation with its principal place of business at 00
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000.
WITNESSETH
WHEREAS,
FMC and Bank One have entered into a certain Amended and Restated Note Purchase
Agreement dated as of May 1, 2002, with respect to purchase of the loans
described therein (the “NPA”); and
WHEREAS,
FMC and Bank One have agreed to modify the NPA with respect to eligibility
of
certain loans to be purchased thereunder.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto hereby agree as follows:
1.
Amendments
to Definitions.
The
first
sentence of the definition of “Seasoned Loan” is amended as
follows:
“Seasoned
Loan” means an EDUCATION ONE Loan as of ten (10) days after the disbursement on
the EDUCATION ONE Loan but shall exclude any loan disbursed by paper check
if
the paper check has not yet been paid by the drawee.
2. Effectiveness
of Amendment.
This
amendment shall apply solely to purchases under the Amended and Restated Note
Purchase Agreement that are consummated prior to July 1, 2002. Thereafter,
this
amendment shall be of no further force and effect.
In
all
other respects the Note Purchase Agreement is hereby ratified and
confirmed.
IN
WITNESS WHEREOF, the parties hereto have set their hands and seals by their
duly
authorized officers as of the date first written above.
|
THE
FIRST MARBLEHEAD
|
BANK
ONE, NATIONAL
|
||||
|
CORPORATION
|
ASSOCIATION
|
||||
|
By:
|
/s/
Xxxxx X. Xxxxxxxxx
|
By:
|
/s/
Xxxx Xxxxx Xxxxx
|
||
|
Print
Name:
|
Xxxxx
X. Xxxxxxxxx
|
Print
Name:
|
Xxxx
Xxxxx Xxxxx
|
||
|
Title:
|
Secretary
|
Title:
|
Vice
President
|
||
EXTENSION
AGREEMENT
This
Extension Agreement (“Agreement”) is entered into by and among Bank One,
National Association, (“Bank One”), The First Marblehead Corporation, a Delaware
Corporation (“FMC”), and The Education Resources Institute, Inc. (“XXXX”), a
Massachusetts not-for-profit corporation, and amends the Education One Loan
Program Agreements (as hereinafter defined). This Agreement is dated as of
November 1, 2002.
WITNESSES
WHEREAS,
FMC and Bank One have entered into that certain Amended and Restated Note
Purchase Agreement dated as of May 1, 2002 (the “NPA”); and
WHEREAS,
Bank One and XXXX have entered into that certain Amended and Restated Guaranty
Agreement dated as of April 18, 2002 and effective as of the Conversion Date
(as
defined therein) (the “Guaranty Agreement”); and
WHEREAS,
Bank One and XXXX have entered into that certain Amended and Restated Loan
Origination Agreement dated as of May 1, 2002 (the “LOA”); and
WHEREAS,
the NPA, Guaranty Agreement and LOA are hereinafter referred to as the
“Education One Loan Program Agreements.”
NOW
THEREFORE, in consideration of these presents and the covenants contained
herein, the parties hereto hereby agree as follows:
| 1. |
NPA
Extension.
|
(a) The
term
of the NPA is hereby extended by amending the second paragraph of Section 10.01
to read as follows:
“Provided
that the Guaranty Agreement remains in effect, this Agreement shall remain
in
full force and effect to and including April 30, 2007, and thereafter shall
renew for additional one year terms unless either party gives written notice
of
termination at least 60 days prior to the then-effective expiration
date.”
(b)
The
first clause in the last sentence of section 2.01 is amended to
read:
“For
the
first six (6) years of this Agreement,”
| 2. |
Extension
of Guaranty Agreement.
XXXX and Bank One agree that the Guaranty Agreement is hereby extended
by
amending the first sentence of Section 8.12 to
read:
|
“The
initial term of this Agreement shall commence on the Conversion Date, and shall
continue through April 30, 2007.”
3. LOA.
Bank One
and XXXX agree that LOA requires no further amendment, as it is coterminous
with
the Guaranty Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their duly authorized officers as of the date above first
written.
BANK
ONE,
NATIONAL ASSOCIATION
| By: | /s/ Xxxx Xxxxx Xxxxx | |
| Its: | Vice President |
THE
EDUCATION RESOURCES INSTITUTE, INC.
| By: | /s/ Xxxxxxxx X’Xxxxx | |
| Its: | President |
THE
FIRST
MARBLEHEAD CORPORATION
| By: | /s/ Xxxxx X. Xxxxx | |
| Its: | President |
