Exhibit 10.13
Oregon Student Assistance Commission
AGREEMENT TO ENDORSE LOANS
This AGREEMENT, entered into between the Oregon Student Assistance Commission
(hereinafter referred to as "Student Assistance Commission"), an agency of the
State of Oregon, and
STUDENT LOAN FINANCE CORPORATION & SUBSIDIARIES (US BANK, TRUSTEE)
--------------------------------------------------------------------------------
(hereinafter referred to as "Lender")
XXXXXXXX, XX 00000-0000
--------------------------------------------------------------------------------
(City and State) (Zip)
WITNESSETH:
WHEREAS, the Student Assistance Commission is a State agency
designated to administer loan programs under provisions of Oregon
Revised Statutes 348.505 to 348.620;
WHEREAS, the Student Assistance Commission maintains a central office
for the endorsement of approved loans made by participating lenders to
eligible students attending educational institutions approved by the
U.S. Department of Education and to eligible parents of such students;
Oregon residents may borrow for attendance at any approved educational
institution; non-residents may borrow for attendance only at approved
institutions located within Oregon; and
WHEREAS, the Lender wants to participate in the Loan Programs of the
Student Assistance Commission, subject to the terms and conditions
hereinafter set forth;
NOW THEREFORE, the Student Assistance Commission and the Lender agree as
follows:
1. This Agreement is subject to and all terms used herein shall have their
meanings respectively indicated in:
(a) the provisions of Title IV, Part B, of the Higher Education Act of
1965, as amended (20 U.S.C. (S) 1071 et seq.) and regulations issued
thereunder, and
(b) Oregon Revised Statutes 348.505 to 348.620 and rules, regulations and
policies issued thereunder.
2. The Lender agrees to comply with the provisions of Title IV, Part B, of the
Higher Education Act of 1965, as amended, (20 U.S.C. (S) 1071 et seq.)
3. The Lender shall give the U.S. Secretary of Education, or other agencies of
the government designated by the Secretary, and/or the Student Assistance
Commission access to the Lender's records in order to assure the accuracy
of the required reports in accordance with Federal regulations.
4. All documents and instruments used in the Loan Programs shall be in the
form furnished and/or approved by the Student Assistance Commission and the
U.S. Department of Education.
5. This Agreement shall inure to the benefit of and be binding upon the
Student Assistance Commission and the Lender and their respective
successors provided, however, that neither party may assign its obligations
under this agreement without prior written consent from the other party,
which consent will not be unreasonably withheld.
6. This Agreement may be terminated by either party upon not less than 90 days
written notice to the other party. Such termination shall not affect any
obligations incurred pursuant to this Agreement prior to the time that such
termination notice becomes effective.
7. If the Lender violates or fails to comply with its obligations under this
agreement then the Lender agrees to indemnify the Student Assistance
Commission from and against any and all liability arising out of such
violation or failure regardless of whether the Student Assistance
Commission purchased such loan from the Lender.
The Student Assistance Commission's liability shall be limited to payment
of the guarantee as required by this agreement and to the extent permitted
by Article XI, Section 7 of the Oregon constitution and the Oregon Tort
Claims Act, ORS 30.270 through 30-300.
8. This agreement shall be governed by and construed in accordance with the
laws of the State of Oregon without regard to principles of conflicts of
law. Any claim, action, suit or proceeding between the parties that arises
from or relates to this agreement shall be brought and conducted solely and
exclusively within the Circuit Court of Xxxxxx County for the State of
Oregon; provided, however, if a claim, action, suit or proceeding must be
brought in a federal forum, then it shall be brought and conducted solely
and exclusively within the United States District Court for the District of
Oregon.
9. Any notice required or permitted under this agreement shall be in writing
by personal delivery, facsimile or overnight carrier, effective on receipt,
or by mail, effective (five) 5 days after mailing. To be effective against
the Student Assistance Commission, any notice delivered by facsimile must
be confirmed by telephone notice to the Student Assistance Commission
offices.
10. The parties agree that if any term or provision of this agreement is
declared by a court of competent jurisdiction to be illegal or in conflict
with any law, the validity of the remaining terms and provisions shall not
be affected, and the rights and obligations of the parties shall be
construed and enforced as if the agreement did not contain the particular
term or provision held to be invalid.
11. This agreement may be executed in several counterparts, all of which when
taken together shall constitute one agreement binding on all parties,
notwithstanding that all parties are not signatories to the same
counterpart. Each copy of the agreement so executed shall constitute an
original.
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12. The parties agree that no legal relationship of any kind exists as a result
of this agreement, other than the covenants expressly contained herein.
This agreement shall not constitute or imply a joint venture, partnership
or business organization of any kind. The parties are independent and the
personnel of one party shall not be deemed the personnel of the other.
Nothing in this agreement shall grant to either party any right to make
commitments of any kind or to create any obligation for or on behalf of the
other without the prior written consent of the other party, except to the
extent stated herein.
13. This Agreement supersedes all existing agreements and may only be amended
by all parties in writing. The failure of the parties to enforce any
provision of this agreement shall not constitute a waiver by either party
of that or any other provision.
The Oregon Student Assistance Commission and the Lender have each caused this
instrument to be executed the 30th day of January, 2002, by their respective
duly authorized officers.
STUDENT LOAN FINANCE OREGON STUDENT
------------------------------------ ASSISTANCE COMMISSION
CORPORATION & SUBSIDIARIES
------------------------------------
(US BANK, TRUSTEE)
------------------------------------
Lender
By: /s/Xxx Xxxxxx By: /s/(Signature Unreadable)
-------------------------------- --------------------------------
____________________________________
Signature Executive Director
XXX XXXXXX April 4, 2002
------------------------------------ ------------------------------------
CORPORATE TRUST OFFICER Date
------------------------------------
Title
000 Xxxxx XXXX XXXXXX XXX 0000
------------------------------------
Street Address
XXXXX XXXXX, XX 00000-0000
------------------------------------
City, State and Zip
833405
------------------------------------
Lender Code Number
00-0000000
------------------------------------
Employer Identification Number (EIN)
3
Oregon Student Assistance Commission
AGREEMENT TO GUARANTEE FEDERAL CONSOLIDATION LOANS
This AGREEMENT, entered into between the Oregon Student Assistance Commission
(hereinafter referred to as "Student Assistance Commission"), an agency of the
State of Oregon, and
STUDENT LOAN FINANCE CORPORATION & SUBSIDIARIES (US BANK, TRUSTEE)
--------------------------------------------------------------------------------
(hereinafter referred to as "Lender")
XXXXXXXX, XX 00000-0000
--------------------------------------------------------------------------------
(City and State) (Zip)
WITNESSETH:
WHEREAS, the Student Assistance Commission is a State agency designated to
administer loan programs under provisions of Oregon Revised Statutes
348.505 to 348.620; and
WHEREAS, the Student Assistance Commission maintains a central office for
the endorsement of approved loans made by participating lenders to eligible
students attending educational institutions; and
WHEREAS, the Student Assistance Commission maintains facilities for the
provision of guarantee services with respect to approved loans made to
eligible students and their parents for the consolidation of their
obligations with respect to eligible student loans; and
WHEREAS, the Student Assistance Commission wants to make its Federal
Consolidation Loan Guarantee Program and related services (hereinafter
referred to as "Consolidation Loan Program") available to the lender,
subject to the terms and conditions set forth herein; and
WHEREAS, the Lender wants to use its facilities to arrange for the lending
and borrowing of money for the purpose of enabling eligible borrowers to
consolidate their obligations with respect to eligible student loans
through the Consolidation Loan Program of the Student Assistance Commission
in the manner described in the Agreement; and
WHEREAS, the Lender has full power and authority to contract for the
performance of such guarantee services, qualifies as an eligible lender for
the making of Consolidation Loans under the provisions of Title IV, Part B
of the Higher Education Act of 1965, as amended (20 U.S.C. (S) 1071 et
seq.) and is prepared to engage in the transactions contemplated by this
Agreement
NOW, THEREFORE, the Student Assistance Commission and the Lender agree as
follows:
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1. This Agreement is subject to and all terms used herein shall have their
meanings respectively indicated in:
(a) the provisions of Title IV, Part B of the Higher Education Act of
1965, as amended (20 U.S.C. (S) 1071 et seq.) and regulations issued
thereunder, and
(b) Oregon Revised Statutes 348.505 to 348.620 and rules, regulations and
policies issued thereunder.
2. The Lender agrees to comply with the provisions of Title IV, Part B, of the
Higher Education Act of 1965, as amended (20 U.S.C. (S) 1071 et seq.).
3. The Lender agrees Consolidation Loans shall be made or caused to be made
only to eligible borrowers pursuant to the terms of the Consolidation Loan
Program.
4. The Student Assistance Commission agrees to provide for the guarantee of
Consolidation Loans processed in accordance with the terms of the
Consolidation Loan Program. The Student Assistance Commission agrees to
maintain each Consolidation Loan guaranteed as required by the
Consolidation Loan Program and the Act, including provision of:
(a) Management and information reports for the Lender;
(b) Preclaims assistance and claims processing; and
(c) All other services and duties required of a guarantor under the Act
with respect to Consolidation Loans under the Consolidation Loan
Program.
5. The parties agree a Consolidation Loan may be guaranteed only if the Lender
fully complies with the policies and the terms and conditions for
Consolidation Loans as set forth in the Act.
6. The Lender agrees that, with respect to all Consolidation Loans made or
acquired under the Consolidation Loan Program of the Student Assistance
Commission and all Notes held or acquired by the Lender from time to time:
(a) It will exercise or cause to be exercised reasonable care and
diligence in the making, servicing and collection thereof; and
(b) It will originate a Consolidation Loan to an eligible borrower (on
request of that borrower) only if the eligible borrower certifies that
he or she has no other application pending for a Consolidation Loan
and (i) it holds an outstanding Eligible Student Loan of that eligible
borrower that has been selected by the eligible borrower for
consolidation, or (ii) the eligible borrower certifies that he or she
has sought and has been unable to obtain a Consolidation Loan with
income-sensitive repayment terms acceptable to the eligible borrower
from the holders of the Eligible Student Loans (which are so selected
for consolidation) of that eligible borrower.
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(c) It will originate a Consolidation Loan to an eligible borrower only if
the borrower has one or more active loans currently held or guaranteed
by the Student Assistance Commission.
7. The Student Assistance Commission reserves the right, upon ninety (90)
calendar days written notice, to charge to the Lender a fee, or increase
any fee charged the Lender, to cover the costs to the Student Assistance
Commission of guaranteeing new Consolidation Loans pursuant to the
Agreement and the Certificate of Comprehensive Guarantee Coverage.
8. Nothing contained in this Agreement will obligate the Lender to make,
certify, cause to certify or acquire any particular Consolidation Loan or
number of Consolidation Loans under the Consolidation Loan Program.
9. The Lender will give the U.S. Secretary of Education, or other agencies of
the government designated by the Secretary, and/or the Student Assistance
Commission access to the Lender's records in order to assure the accuracy
of information provided by the Lender under the Act and in order to conduct
an audit and compliance review in accordance with Federal regulations.
10. If the Student Assistance Commission determines that the Lender has
violated the terms of this Agreement or the Consolidation Loan Program, the
Student Assistance Commission may take such action as is necessary to
protect its interests. This action may include, but will not be limited to,
any remedies provided under the federal regulations governing the Act.
11. If the Lender violates or fails to comply with its obligations under this
Agreement, then the Lender agrees to indemnify the Student Assistance
Commission from and against any and all liability arising out of such
violation or failure regardless of whether the Student Assistance
Commission purchased such Consolidation Loan from the Lender.
The Student Assistance Commission's liability shall be limited to payment
of the guarantee as required by this Agreement and to the extent permitted
by Article X1, Section 7 of the Oregon Constitution and the Oregon Tort
Claims Act, ORS 30.270 through 30.300.
12. This Agreement will be governed by and construed in accordance with the
laws of the State of Oregon without regard to principles of conflicts of
law. Any claim, action, suit or proceeding between the parties that arises
from or relates to this Agreement will be brought and conducted solely and
exclusively within the Circuit Court of Xxxxxx County for the State of
Oregon; provided, however, if a claim, action, suit or proceeding must be
brought in a federal forum, then it will be brought and conducted solely
and exclusively within the United States District Court for the District of
Oregon.
13. Any notice required or permitted under this Agreement shall be in writing
by personal delivery, facsimile or overnight carrier, effective on receipt,
or by mail, effective five (5) days after mailing. To be effective against
the Student Assistance Commission, any
6
notice delivered by facsimile must be confirmed by telephone notice to the
Student Assistance Commission offices.
14. The parties agree that if any term or provision of this Agreement is
declared by a court of competent jurisdiction to be illegal or in conflict
with any law, the validity of the remaining terms and provision will not be
affected, and the rights and obligations of the parties shall be construed
and enforced as if the Agreement did not contain the particular term or
provision held to be invalid.
15. This Agreement may be executed in several counterparts, all of which when
taken together shall constitute one agreement binding on all parties,
notwithstanding that all parties are not signatories to the same
counterpart. Each copy of the Agreement so executed shall constitute an
original.
16. This Agreement supersedes all existing agreements and may only be amended
by all parties in writing. The failure of the parties to enforce any
provision of this Agreement shall not constitute a waiver by either party
of that or any other provision.
7
The Oregon Student Assistance Commission and the Lender have each caused this
instrument to be executed on the 30th day of January, 2002, by their respective
duly authorized officers.
STUDENT LOAN FINANCE OREGON STUDENT
------------------------------------- ASSISTANCE COMMISSION
CORPORATION & SUBSIDIARIES
-------------------------------------
(US BANK, TRUSTEE)
-------------------------------------
Lender
By: /s/Xxx Xxxxxx By: /s/(Signature Unreadable)
--------------------------------- --------------------------------
Signature____________________________ Executive Director
XXX XXXXXX Date April 4, 2002
------------------------------------- -------------------------------
CORPORATE TRUST OFFICER
-------------------------------------
Title
000 Xxxxx XXXX XXXXXX XXX 0000
-------------------------------------
Street Address
XXXXX XXXXX, XX 00000-0000
-------------------------------------
City, State and Zip
833405
-------------------------------------
Lender Code Number
00-0000000
-------------------------------------
Employer Identification Number (EIN)
8
Oregon Student Assistance Commission
FEDERAL CONSOLIDATION LOAN PROGRAM
CERTIFICATE OF COMPREHENSIVE GUARANTEE COVERAGE
THIS CERTIFICATE is entered into as of the 30th day of January, 2002, between
the Oregon Student Assistance Commission (hereinafter referred to as "Student
Assistance Commission") an agency of the State of Oregon, and Student Loan
Finance Corporation & Subsidiaries (US Bank, Trustee) (hereinafter referred to
as "Lender") for certain Consolidation Loans made pursuant to Part B of Title IV
of the Higher Education Act of 1965 (20 U.S.C. (S) 1071 et seq.) as amended
(hereinafter "the Act") and Oregon Revised Statutes 348.505 to 348.620 and the
rules, regulations and policies issued thereunder.
The Student Assistance Commission and the Lender agree as follows:
1. This Agreement is subject to and all terms used herein shall have their
meanings respectively indicated in:
(a) the provisions of Title IV, Part B, of the Higher Education Act of
1965, as amended (20 U.S.C. (S) 1071 et seq.) and regulations issued
thereunder, and
(b) Oregon Revised Statutes 348.505 to 348.620 and rules, regulations and
policies issued thereunder.
2. In this Certificate, unless the context of this Certificate otherwise
requires, all definitions and other provisions of the Agreement are
controlling. This Certificate is hereby incorporated into the Agreement and
made a part thereof.
3. If the Lender complies with the requirements of the Act, the Agreement and
this Certificate, the Student Assistance Commission will make its Guarantee
available to the Lender to partially insure the Lender against loss of
principal and interest on Consolidation Loans made or acquired by the
Lender. The aggregate amount of such Guarantee shall at no time exceed
$100,000,000.00; provided, however, that upon receipt of a written request
of the Lender, the Student Assistance Commission may increase the aggregate
amount of such Guarantee.
4. The issuance by the Student Assistance Commission of guarantees for
Consolidation Loans originated by the Lender under the Consolidation Loan
Program is made in reliance on the representations of the Lender contained
in this Certificate and the Agreement. The continuance of Guarantees issued
by the Student Assistance Commission for Consolidation Loans is conditioned
upon continued compliance by each and every holder of such Consolidation
Loan with applicable laws and regulations. The delegation of one or more
functions to a servicing agency or another party does not relieve the
Lender of its responsibilities in administering Consolidation Loans.
5. No Consolidation Loan originated by the Lender will be covered by the
Student Assistance Commission's Guarantee unless and until the Lender has
determined, in accordance with reasonable and prudent business practices,
with respect to each Eligible
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Student Loan being consolidated (i) that each such Eligible Student Loan is
a legal, valid and binding obligation; (ii) that each such Eligible Student
Loan was originated and serviced in compliance with applicable laws and
regulations; and (iii) with respect to all Eligible Student Loans made,
insured, or guaranteed under the Act, that the insurance or guarantee on
each Eligible Student Loan is in full force and effect.
6. The Lender will at all times be subject to the reporting requirements as
required by the Act and the Agreement.
7. All claims on Consolidation Loans guaranteed pursuant to this Certificate
and all related and administrative functions to be performed by the Student
Assistance Commission pursuant to the Act, this Certificate and the
Agreement shall be processed or performed by the Student Assistance
Commission or its contractors at its office located in Eugene, Oregon or at
such other office of the Student Assistance Commission or its contractors
as may be designated by the Student Assistance Commission.
8. The Lender may offer to the eligible borrower and establish such
alternative repayment terms on a Consolidation Loan as will promote the
objectives of the Consolidation Loan Program; provided that such
alternative repayment terms are in accordance with the Act and the
Agreement.
9. This Certificate shall be in effect, subject to the Act and the Agreement,
from the date first above written until expiration of the authority in the
Act to make or Guarantee Consolidation Loans, but no later than December
31, 2005. Termination of the Agreement terminates this Certificate.
10. Except with respect to Consolidation Loans that have been guaranteed by the
Student Assistance Commission and continue to be outstanding under this
Certificate, this Certificate may be terminated by either party with or
without cause upon not less than ninety (90) calendar days prior express
written notice to the other party. Such termination will not affect any
Notes which are outstanding or duties undertaken prior to the effective
date of this termination. If the Lender, prior to the expiration of this
Certificate, no longer makes Consolidation Loans, the Lender will so notify
the Student Assistance Commission.
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IN WITNESS WHEREOF, the Student Assistance Commission and the Lender have each
caused this Certificate of Comprehensive Guarantee Coverage to be executed by
their respective authorized officers and to take effect on the date first above
written.
STUDENT LOAN FINANCE OREGON STUDENT
---------------------------------------
CORPORATION & SUBSIDIARIES ASSISTANCE COMMISSION
---------------------------------------
(US BANK, TRUSTEE)
---------------------------------------
Lender
By: : /s/ Xxx Xxxxxx By: /s/ (Signature Unreadable)
------------------------------- ------------------------------
Signature ___________________________ Executive Director
XXX XXXXXX Date April 4, 2002
--------------------------------------- ------------------------------
CORPORATE TRUST OFFICER
---------------------------------------
Title
000 Xxxxx XXXX XXXXXX XXX 0000
---------------------------------------
Street Address
XXXXX XXXXX, XX 00000-0000
---------------------------------------
City, State and Zip
833405
---------------------------------------
Lender Code Number
00-0000000
---------------------------------------
Employer Identification Number (EIN)
11
