Exhibit 10.25
Oklahoma State Regents For Higher Education
OKLAHOMA GUARANTEED STUDENT LOAN PROGRAM
State Capitol Complex, Oklahoma City, Oklahoma
Federal Family Education Loan Program (`FFELP')
Title IV, Part 8, of the Higher Education Act of 1965, as amended
Xxxxxx X. Xxxxxxxx Student Loan Program
Parent Loans for Undergraduate Students
Supplemental Loans for Students Program
(Hereinafter referred to as "individual loan programs")
AGREEMENT TO GUARANTEE LOANS
THIS AGREEMENT, entered into as of the 30th day of January, 2002, by and between
the Oklahoma State Regents for Higher Education, an agency of the State of
Oklahoma which administers the Student Educational Assistance Fund (hereinafter
referred to as `State Regents') and STUDENT LOAN FINANCE CORPORATION &
SUBSIDIARIES (US BANK, TRUSTEE) ABERDEEN, SD (hereinafter referred to as
"Lender").
WITNESSETH:
WHEREAS, State Regents is a State agency designated to administer the Oklahoma
Guaranteed Student Loan Program (OGSLP) under the provisions of Title 70 O.S.
(S)623; and
WHEREAS, State Regents maintains a central office for the endorsement of
approved loans made by participating lenders to students attending approved
universities, colleges or other institutions of higher education or approved
vocational schools; and
WHEREAS, the Lender has full legal power and authority to contract for guarantee
services, qualifies as an "eligible lender" under Title IV of the Higher
Education Act of 1965, as amended, and is prepared to engage in the transactions
contemplated by this Agreement; and
WHEREAS, the Lender desires to participate in the FFELP subject to the terms and
conditions hereinafter set forth and agrees to abide by and comply with the
terms and conditions of this agreement;
NOW, THEREFORE, in consideration of the initial loan which the Lender makes or
acquires hereunder, and in further consideration of the foregoing premises and
the mutual covenants contained in this Agreement, and of other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
mutually agree as follows:
1) This Agreement is subject to, and hereby incorporates by reference,
Title IV of the Higher Education Act of 1965, as amended and in effect
from time to time, or any successor enactment thereto, the effective
regulations promulgated thereunder and any
binding directives issued by the U.S. Department of Education
(Collectively referred to hereinafter as "the Act"); and the policies
and procedures adopted by OGSLP found in the Common Manual. This
Agreement shall not abrogate, modify or limit the applicability of the
statutes, regulations, rules or policies incorporated herein except to
the extent that general or discretionary provisions are made specific by
the Agreement, including, but not limited to, terms such as time,
amount, rate, place or manner of performance.
2) All forms necessary to the performance of obligations imposed by this
Agreement shall be provided by State Regents and any addition,
substitution, or alteration of these forms without the express written
authorization of State Regents shall be grounds for avoidance by State
Regents of any insurance obligation that would otherwise be imposed by
this Agreement.
3) As partial payment for the administrative services provided by State
Regents for the Lender and in order for State Regents to maintain a
general guarantee reserve sufficient to guarantee Promissory Notes
(Notes) in accordance with this Agreement, the Lender shall not charge a
borrower a guarantee fee exceeding the amount allowable under the Act.
4) Upon execution of this Agreement, State Regents shall place the Lender
on State Regents' guarantee fee billing system. The Lender shall be
billed monthly by State Regents with an itemized statement listing each
loan application guaranteed and the guarantee fee. The Lender must pay
any guarantee fee due within twenty (20) business days of billing. The
Lender will be charged interest at the rate of one percent (1%) per
month, twelve percent (12%) per annum, for past due guarantee fee bills.
If the guarantee fee for a loan is not paid within one hundred twenty
(120) days, the guarantee on that loan will be canceled. So long as the
Lender is current in its payment of guarantee fee xxxxxxxx, State
Regents shall guarantee each Note evidencing a loan made to a borrower
by the Lender pursuant to this Agreement; provided, however, that State
Regents shall not be obligated to guarantee a Note if:
a) The guarantee would cause the aggregate amount of unpaid principal
and interest of all loans guaranteed by State Regents to exceed
the maximum dollar amount which may then be supported by State
Regents' general endorsement reserve, as required under Paragraph
7 of this Agreement, or
b) The guarantee would cause the aggregate amount of unpaid principal
and interest of all Notes to exceed the guarantee capacity of
State Regents for the individual ban program for which the
guarantee is to be issued, or
c) State Regents, in its sole discretion, determines that the Lender
has not complied with the procedures and requirements of
applicable law and regulations, this Agreement, or the Common
Manual with regard to the loan or the Note
5) State Regents shall in accordance with the Act continue its guarantee of
a Note if an extension of the maturity date is required as a result of
the borrower's eligibility under
the Act for a deferment or forbearance; provided, however, that State
Regents shall only maintain its guarantee of the Note so long as any
extension of the maturity date is in accordance with the Act.
6) State Regents and Lender agree that claims filed with State Regents by
Lender will be processed in the following manner:
a) In the event a borrower defaults in respect of a Loan, the Lender
will follow (or cause to be followed) the procedure set forth in
the Common Manual. State Regents does not guarantee payment by the
borrower of any delinquency charges imposed for late payments and
will not accept a default claim based solely on nonpayment of such
charges. Upon receipt from the Lender of a default notice,
together with the Application/Promissory Note or a copy certified
as true and exact (assigned to State Regents), and evidence
satisfactory to State Regents that the Lender has complied in all
material respects with the requirements of the Act, this Agreement
and the Common Manual in respect of such Loan, State Regents will
pay to the lender the full amount of the unpaid balance of
principal and interest due on such Note under the terms of the Act
and the Common Manual (other than any portion of such interest
payable by the U.S. Department of Education under the Act). State
Regents shall thereupon succeed to all the rights of the Lender
under such Note. No claim submitted to State Regents by the Lender
with respect to a Loan which has been Guaranteed will be paid by
State Regents unless State Regents has received the appropriate
documentation from the Lender (or servicer). All loss and risk of
loss occasioned by nonpayment of a claim by State Regents in
accordance with this section shall be borne by the Lender.
b) Upon bankruptcy, death or permanent and total disability of the
borrower, as defined in the Act, or in the event of a closed
school, a school's false certification or a school's unpaid refund
as these events are defined in the Act, or upon the death of the
student with respect to a PLUS loan, State Regents will pay to the
Lender the full amount of the unpaid balance of principal and
interest due on such Note under the terms of the Act and the
Common Manual (other than any portion of such interest payable by
the U.S. Department of Education under the Act), provided the
lender has complied in all material respects with the requirements
of the Act, this Agreement and the Common Manual in respect of
such Loan.
7) At all times during which the Lender is the holder of any Note covered
by an application approved by State Regents, State Regents shall hold
and maintain, in cash and marketable securities, a general endorsement
reserve as required by the Act. Such cash and marketable securities
shall be held, maintained and invested solely in accordance with the
prevailing standard of prudent management in the disposition of funds
required of fiduciaries by the laws of the State of Oklahoma.
8) The liability of State Regents as guarantor of any approved loan in
accordance herewith shall not be affected by the fact that the Maker of
such Note was a minor at the time of the execution of the Note.
9) If the Lender is unable to provide the State Regents with the original
Note or with a copy certified as true and exact, because the Note has
been lost or destroyed, the Lender must submit the "Lender Agreement to
Indemnify" to State Regents to receive payment on a claim.
10) Lender agrees that in participating in the loan program, including
making and servicing loans, and in performing its obligations under this
Agreement, it will and will cause its agents to, (a) comply with all
procedures and conditions on the Lender's part to be performed as set
forth in this Agreement and the Act, (b) comply with the Common Manual,
and (c) comply with all applicable Federal and State laws and
regulations including but not limited to the Fair Credit Reporting Act
and the Equal Credit Opportunity Act. If the Common Manual or the terms
of this Agreement are inconsistent with the Act, the Act is controlling.
11) By the acceptance of this Agreement and the making of the initial loan,
the Lender agrees to submit promptly to State Regents such reports about
Lender's loans as may from time to time be reasonably requested by State
Regents.
12) The Lender shall permit the U.S. Secretary of Education or the State
Regents or both to examine during normal business hours all loan records
and files, upon reasonable notice and at reasonable intervals, for the
purpose of verifying the accuracy of information provided by the lender
under the Act and in order to conduct an audit and compliance review.
13) If State Regents determines that the Lender has violated the terms of
this Agreement or the Act, State Regents shall take such action as is
necessary to protect its interests. This action may include but is not
limited to implementation of the Limitation, Suspension or Termination
procedures set out in the Federal Regulations and the Common Manual.
14) State Regents agrees that in administering its loan program and
performing its obligations under this Agreement, it will and will cause
its agents to, (a) comply with all procedures and conditions on the
State Regents' part to be performed as set forth in this Agreement and
the Act, (b) comply with the Common Manual, and (c) comply with all
applicable Federal and State laws and regulations including but not
limited to the Fair Credit Reporting Act and the Equal Credit
Opportunity Act. It the Common Manual or the terms of this Agreement are
inconsistent with the Act, the Act is controlling.
15) This Agreement shall not be varied by oral agreement but only by an
instrument in writing duly executed by both parties.
16) Any waiver or modification, express or implied, by State Regents of any
term or condition in this Agreement shall operate as a waiver of
modification only in the specific instance and shall not be construed as
a waiver or modification of any condition or term generally or in any
other instance.
17) Except with respect to loans which have been guaranteed by State Regents
and continue to be outstanding under this Agreement, this Agreement may
be terminated by either party with or without cause upon not less that
sixty (60) days written notice to the other
party. Such termination shall not affect any Notes which are outstanding
or duties hereunder prior to the effective date of the termination
notice.
18) Any notice required or permitted by this Agreement shall be in writing
and shall be given by first-class mail, postage prepaid, addressed (i)
if to Oklahoma State Regents for Higher Education, at the Oklahoma
Guaranteed Student Loan Program, X.X. Xxx 0000, Xxxxxxxx Xxxx, XX
00000-0000, (ii) if to the Lender, at the address indicated in this
Agreement, or, (iii) at such other address the party to be notified has
designated upon reasonable notice.
19) This Agreement shall inure to the benefit of and be binding upon State
Regents, the Lender and their respective successors; provided, however,
that this Agreement is not assignable by either party hereto, either in
whole or in part, without the prior written consent of the other party.
20) Any provision of this Agreement which is prohibited, unenforceable or
not authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability or
non-authorization without invalidating the remaining provisions hereof
or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.
21) This Agreement is an obligation of the State Regents, the Lender, and
their successors. The parties agree that any claims by a party against
another party arising out of this Agreement will be asserted against the
parties to the Agreement and not against past, present, or future
members, officers, employees or trustees of the State Regents, the
Lender, or their successors.
22) If the Lender shall violate or fail to comply with any applicable law or
governmental regulations in respect of a Note or participation in the
FFELP, then the Lender hereby agrees to assume liability for, and does
hereby indemnify, protect and hold harmless State Regents, its
successors, assigns, directors, officers, agents and servants, from and
against, any and all liabilities, losses, damages, penalties, claims,
actions, expenses and disbursements, including legal fees and expenses,
imposed on, incurred by or asserted against them or any of them, in any
way relating to or arising out of such violation or failure to comply,
regardless of whether State Regents shall have purchased the Note from
the Lender.
23) The liability of the State Regents under this Agreement shall be limited
to payment of the Guarantee under Paragraph No. 6 of this Agreement and
this shall constitute its sole liability under this Agreement. State
Regents shall not be liable for any indirect, incidental or
consequential damages regardless of the form of the action and whether
such damages are foreseeable.
24) In the event that the Lender is unable to perform obligations arising
under this Agreement, the Lender will exercise its best efforts to
mitigate and remedy any and all injury sustained by State Regents.
25) The Secretary of the U.S. Department of Education may terminate this
Agreement upon 30 days notice if determined impermissible or
inconsistent with the terms and purposes of sec. 422 of the Higher
Education Act.
26) Except to the extent that this agreement may be governed by Federal
l`aw, this Agreement is entered into and shall be governed by,
interpreted, construed and enforced in accordance with the laws of the
State of Oklahoma. A lawsuit under this Agreement will only be brought
in a court of competent jurisdiction located within the State of
Oklahoma.
27) This Agreement represents the entire understanding of the parties with
respect to its subject matter, and supersedes all previous agreements,
writing, correspondence and memoranda with respect thereto, and no
representations, warranties, agreements or covenants, express or
implied, of any kind or character whatsoever with respect to such
subject matter have been made by either party to the other, except as
herein expressly set forth.
IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representatives of the Lender and the Oklahoma Stale Regents for Higher
Education.
STUDENT LOAN FINANCE OKLAHOMA STATE REGENTS FOR
CORPORATION AND SUBSIDIARIES HIGHER EDUCATION
(US BANK TRUSTEE)
Lender
000 X. XXXX XXX XXX 0000 XXXXX XXXXX, By: /s/ Xxxx Xxxxx
XX 00000-0000
By: /s/ Xxx Xxxxxx, Corporate Trust Officer Title: Executive Director,
Oklahoma
Guaranteed Student Loan
Program
Date: 1/30/2002 Lender DE No. 833405 Date: 7/3/02
Lender Employer ID No. 00-0000000
Oklahoma State Regents For Higher Education
OKLAHOMA GUARANTEED STUDENT LOAN PROGRAM
State Capitol Complex, Oklahoma City, Oklahoma
Federal Family Education Loan Program ("FFELP")
Title IV, Part B, of the Higher Education Act of 1965, as amended, Section 428C
Consolidation Loan Program
AGREEMENT TO GUARANTEE CONSOLIDATION LOANS
THIS AGREEMENT, entered into as of the 30/th/ day of January, 2002, by and
between the Oklahoma State Regents for Higher Education, an agency of the State
of Oklahoma which administers the Student Educational Assistance Fund
(hereinafter referred to as "State Regents") and STUDENT LOAN FINANCE
CORPORATION & SUBSIDIARIES (US BANK TRUSTEE) ABERDEEN, SD. (Hereinafter referred
to as "Lender").
WITNESSETH:
WHEREAS, this Agreement to Guarantee Consolidation Loans shall be a supplement
and modification to the Agreement to Guarantee Loans, between State Regents and
"Lender", executed on the 30/th/ day of January, 2002, which is incorporated
herein by reference. In case of any conflict, this Agreement shall govern; and
WHEREAS, the Lender desires to participate in the Consolidation Loan Program
pursuant to Section 428C of the Act, and agrees to abide by and comply with the
terms and conditions of this Agreement hereinafter set forth;
NOW, THEREFORE, in consideration of the initial Consolidation loan which the
Lender makes or acquires hereunder, and in further consideration of the
foregoing premises and the mutual covenants contained in this Agreement, and of
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto mutually agree as follows:
1) This Agreement is subject to and hereby incorporates by reference, Title
IV of the Higher Education Act of 1965, as amended and in effect from
time to time, or any successor enactment thereto, the effective
regulations promulgated thereunder and any binding directives issued by
the U.S. Department of Education (Collectively referred to hereinafter as
the "Act"); and the policies and procedures adopted by OGSLP found in the
Common Manual.
2) Lender agrees that, with respect to all Consolidation Loans made or
acquired under the Consolidation Loan Program of State Regents 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, as
prescribed in this Agreement, the
Certificate, the Act, the Common Manual or by a directive of
the State Regents, ensuring that: [i] each loan being
consolidated is a legal, valid and binding obligation of the
borrower; [ii] each such loan was made and serviced in
compliance with applicable laws and regulations; and [iii] in
the case of loans made under Title IV, Part B or D of the Act,
that the guarantee or insurance on such loan is in full force
and effect.
b) It will originate a Consolidation Loan to an Eligible Borrower,
as defined by the Act, (upon request of the 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, as defined by the Act, 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.
c) It will secure information on the outstanding balance of each
eligible loan to be consolidated before including it in the
Consolidation loan.
d) It will make Consolidation loans without discriminating against
the applicant a specified by the Act.
e) It will make use of the Note and such other forms approved by
State Regents;
f) It will cause each Consolidation Loan originated by it to bear
interest on the unpaid principal balance of such Consolidation
Loan at an annual rate that is less than or equal to the rate
specified by the Act;
g) It will cause each Consolidation Loan originated by it to be
made in an amount which is equal to the sum of the unpaid
principal, accrued unpaid interest, collection charges, and
late charges of all Eligible Student Loans received by the
Borrower and selected for consolidation, and which is not less
than the minimum amount required for the eligibility of the
Borrower under the Act;
h) It will cause the proceeds of each Consolidation Loan
originated by the Lender to be paid by the Lender to the holder
or holders of the Eligible Student Loans received by the
Borrower and selected for consolidation in order to discharge
the liability of the Borrower on such Eligible Student Loans;
i) It will offer a choice of repayment schedules to the Borrower,
established by the Lender in accordance with the Act, which may
include level repayment, graduated repayment and income
sensitive repayment,
j) From the date of this Agreement, only those Consolidation Loans
which contain at least one active loan previously guaranteed by
State Regents shall be submitted for guarantee. For purposes of
this Agreement, "active loan" shall not mean one
which has been paid in full, canceled, or subrogated to the United
States Department of Education or any successor agency.
k) It will not originate a consolidation loan made jointly to a married
couple.
3) A certificate of comprehensive insurance will be issued by the State
Regents to the Lender in accordance with paragraph (b)(2) of Section 428C
of the Act
4) No insurance premiums or origination fees shall be charged to the
borrower, and no such premiums or fees shall be payable to the State
Regents with respect to consolidation loans, unless required by the Act,
or unless permitted by the Act and upon agreement of both the Lender and
State Regents.
5) With respect to Consolidation Loans guaranteed or insured under this
Agreement, the Lender will submit such reports to the State Regents as
the State Regents may reasonably require to carry out its
responsibilities under the Act.
6) All claims submitted by Lender under this Agreement and the Certificate
will be submitted pursuant to the requirements of the Agreement to
Guarantee Loans.
7) The Secretary of the U.S. Department of Education may terminate this
Agreement upon 30 days notice if determined impermissible or inconsistent
with the terms and purposes of sec. 422 of the Higher Education Act.
8) If at any time prior to the expiration of this Agreement, the Lender no
longer proposes to make Consolidation Loans guaranteed or insured
hereunder and under the Guarantee Agreement, it will notify the State
Regents in writing, and this Agreement may be terminated with or without
cause on a mutually agreed upon date no later than sixty (60) days after
such notice is given. The guarantee or insurance of Consolidation loans
made under this Agreement prior to the expiration of guaranty authority
or the termination thereof under this section will not be affected by
such expiration or termination.
9) The issuance by the State Regents of a Certificate of Guarantee for
Federal Consolidation Loans made by the Lender is made in reliance on the
representations of the Lender that all requirements set forth in this
Agreement, the Agreement to Guarantee Loans and the eligibility of such
Consolidation Loans for federal reinsurance have been met.
IN WITNESS WHEREOF, this Agreement has been executed by the duty authorized
representatives of the Lender and the Oklahoma State Regents for Higher
Education.
STUDENT LOAN FINANCE OKLAHOMA STATE REGENTS FOR
CORPORATION AND SUBSIDIARIES HIGHER EDUCATION
(US BANK TRUSTEE)
000 X. XXXX XXX XXX 0000 XXXXX XXXXX, By: /s/ Xxxx Xxxxx
XX 00000-0000
Title: Executive Director,
Oklahoma
By: /s/ Xxx Xxxxxx, Corporate Trust Officer Guaranteed Student Loan
Program
Date: 1/30/2002 Lender DE No. 833405 Date: 7/3/02
Lender Employer ID No. 00-0000000
Oklahoma State Regents For Higher Education
OKLAHOMA GUARANTEED STUDENT LOAN PROGRAM
State Capitol Complex, Oklahoma City, Oklahoma
Federal Family Education Loan Program ("FFELP")
Title IV, Part B, of the Higher Education Act of 1965, as amended, Section 428C
Consolidation Loan Program
CERTIFICATE OF COMPREHENSIVE GUARANTEE COVERAGE FOR FEDERAL
CONSOLIDATION LOANS
THIS CERTIFICATE, entered into as of the 30/th/ day of January, 2002 by and
between the Oklahoma State Regents for Higher Education, an agency of the State
of Oklahoma which administers the Student Educational Assistance Fund
(hereinafter referred to as "State Regents') and STUDENT LOAN FINANCE
CORPORATION & SUBSIDIARIES (US BANK TRUSTEE) ABERDEEN, SD (Hereinafter referred
to as "Lender").
WITNESSETH:
WHEREAS, this Certificate of Comprehensive Guarantee Coverage incorporates
herein by reference the Agreement to Guarantee Consolidation Loans
("Agreement"), between State Regents and "Lender", executed on the 30/th/ day of
January, 2002, and
WHEREAS, State Regents is a State agency designated to administer the Oklahoma
Guaranteed Student Loan Program (OGSLP) under the provisions of Title 70 O.S.
(S)623, and is authorized by the provisions of Section 428C (b)(2) of the Act
and other applicable law, to issue this Certificate to the Lender and provide
guarantee coverage on Federal Consolidation Loans ("Loans"); and
WHEREAS, the Lender has full legal power and authority to contract for guarantee
services, qualifies as an "eligible lender" under Title IV of the Higher
Education Act of 1965, as amended, and desires to make and secure the guarantee
of, Consolidation Loans made pursuant to Section 428C of the Act:
NOW, THEREFORE, in consideration of the initial Consolidation loan which the
Lender makes or acquires hereunder, and in further consideration of the
foregoing premises and the mutual covenants contained herein, and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereby agree as set forth in this Certificate:
1) Within the limits established by the provisions of this Certificate and
the Agreement, and without further action by the State Regents, all
consolidation loans which are eligible for insurance under the Act and
are made in conformity with the Act and the Agreement, shall, if
designated by Lender to be subject to this certificate, be insured from
the time of disbursement against the loss of interest and principal by
the State Regents, to the extent provided for under the Act.
2) Lender agrees that, with respect to all Consolidation Loans made or
acquired under the Consolidation Loan Program of State Regents 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, as
prescribed in the Agreement, this Certificate, the Act, the
Common Manual or by a directive of the State Regents, ensuring
that: [i] each loan being consolidated is a legal, valid and
binding obligation of the borrower; [ii] each such loan was made
and serviced in compliance with applicable laws and regulations;
and [iii] in the case of loans made under Title IV, Part B or D
of the Act, that the guarantee or insurance on such loan is in
full force and effect.
b) It will originate a Consolidation Loan to an Eligible Borrower,
as defined by the Act, (upon request of the borrower) only if the
Eligible Borrower certifies that he or she has no other
application pending for a Consolidation Loan and [ii] It holds an
outstanding Eligible Student Loan, as defined by the Act, of that
Eligible Borrower that has been selected by the Eligible Borrower
for consolidation, or [iii] 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.
3) This Certificate shall apply to Consolidation Loans made by the Lender
after the date of this certificate's execution and prior to the
expiration of the authority in Section 428C of the Act to make and
guarantee consolidation loans or will automatically terminate on July 1,
2005, whichever comes first. This termination shall not affect the
guarantee of loans consolidated prior to the date of termination.
4) This Certificate applies to Consolidation Loans made by the Lender and
guaranteed in an aggregate original principal amount not to exceed
$500,000,000; provided however, that upon receipt of a written request
by the Lender, State Regents may increase the aggregate amount of such
guarantee authorization.
5) To the extent permitted under the Act, repayment terms offered to
borrowers will include both level, graduated and income sensitive
payment schedules. Consolidation bans will be made for up to the maximum
period provided by law and the interest rate will be equal to or less
than the applicable maximum rate under the Act.
6) With respect to Consolidation Loans guaranteed or insured under the
Agreement and this Certificate, the Lender will submit such reports to
the State Regents as the State Regents may reasonably require to carry
out its responsibilities under the Act.
7) All claims submitted by Lender under this certificate will be submitted
pursuant to the requirements of the Agreement to Guarantee Loans.
8) if State Regents determines that the Lender has violated the terms of
the Agreement, this Certificate or the Act, State Regents shall take
such action as is necessary to protect its
interests. This action may include but is not limited to implementation
of the Limitation, Suspension or Termination procedures set out in the
Federal Regulations and the Common Manual.
9) If the Lender shall violate or fail to comply with any applicable law or
governmental regulations in respect of a Note or participation in the
FFELP, then the Lender hereby agrees to assume liability for, and does
hereby indemnify, protect and hold harmless State Regents, its
successors, assigns, directors, officers, agents and servants, from and
against, any and all liabilities, losses, damages, penalties, claims
actions expenses and disbursements, including legal fees and expenses,
imposed on, incurred by or asserted against them or any of them, in any
way relating to or arising out of such violation or failure to comply,
regardless of whether State Regents shall have purchased the Note from
the Lender.
10) All administrative and procedural matters related to Consolidation Loans
guaranteed or insured under this Certificate will be directed to:
Oklahoma Guaranteed Student Loan Program
X.X. Xxx 0000
Xxxxxxxx Xxxx, XX 00000-0000
Telephone: (000) 000-0000 Fax: (000) 000-0000
11) If at any time prior to the expiration of the Agreement, the Lender no
longer proposes to make Consolidation Loans guaranteed or insured
hereunder and under the Agreement to Guarantee Loans, it will notify the
State Regents in writing, and the Agreement may be terminated with or
without cause on a mutually agreed upon date no later than sixty (60)
days after such notice is given. The guarantee or insurance of
Consolidation loans made under the Agreement prior to the expiration of
guaranty authority or the termination thereof under this section will
not be affected by such expiration or termination.
IN WITNESS WHEREOF, the State Regents and the Lender, respectively, have caused
this Certificate to be executed in the duty authorized representatives of the
Lender and the Oklahoma State Regents for Higher Education.
STUDENT LOAN FINANCE OKLAHOMA STATE REGENTS FOR
CORPORATION AND SUBSIDIARIES HIGHER EDUCATION
(US BANK TRUSTEE)
000 X. XXXX XXX XXX 0000 XXXXX XXXXX, By: /s/ Xxxx Xxxxx
XX 00000-0000
Title: Executive Director,
Oklahoma
By: /s/ Xxx Xxxxxx, Corporate Trust Officer Guaranteed Student Loan
Program
Date: 1/30/2002 Lender DE No. 833405 Date: 7/3/02
Lender Employer ID No. 00-0000000
