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EXHIBIT 99.17
FIFTH SUPPLEMENTAL SALES AGREEMENT
Dated as of October 7, 1996
Xxxxxx Xxx Education Funding, LLC ("Seller") hereby offers for sale to
the Fleet National Bank, as Owner Trustee for the benefit of Xxxxxx Mae
Education Loan Trust (the "Trust" or the "Purchaser") under the Trust Agreement
dated as of June 1, 1996 between Seller and the Owner Trustee, the entire right,
title and interest of Seller in the Student Loans described in the Xxxx of Sale
and Student Loan Transmittal Summary Form incorporated herein and, to the extent
indicated below, the Owner Trustee for the benefit of the Trust accepts Seller's
offer. In order to qualify as Qualified Loans, no payment of principal or
interest shall be more than sixty (60) days Delinquent as of the Cutoff Date
which date shall be October 7, 1996. Notwithstanding the foregoing, to the
extent the Seller is deemed to retain any right, title or interest in the
Student Loans, the Seller grants to the Owner Trustee for the benefit of the
Trust a security interest therein.
TERMS, CONDITIONS AND COVENANTS
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In consideration of the Purchase Price, Seller hereby sells to the
Owner Trustee for the benefit of the Trust the entire right, title and interest
of Seller in the Student Loans accepted for purchase, subject to all the terms
and conditions of the Master Terms Sales Agreement ("Master Sales Agreement")
and any amendments thereto, incorporated herein by reference, among Seller, the
Trust and the Owner Trustee. The Purchase Price of the Students Loans shall
equal $8,586,103.88.
This document shall constitute a Sales Agreement as referred to in the
Master Sales Agreement and, except as modified herein, each term used herein
shall have the same meaning as in the Master Sales Agreement. All references in
the Master Sales Agreement to Student Loans or Qualified Loans shall be deemed
to refer to the Students Loans governed by this Sales Agreement. Seller hereby
makes, as of the date hereof, all the representations and warranties contained
in the Master Sales Agreement and makes such representations and warranties with
respect to the Student Loans governed by this Sales Agreement.
Seller authorizes the Owner Trustee for the benefit of the Trust to use
a copy of the Xxxx of Sale, including the Student Loan Transmittal Summary Form
attached to the Xxxx of Sale, as official notification to any Guarantor of
assignment to the Owner Trustee on behalf of the Trust of the Student Loans on
the date of purchase.
The parties hereto intend that the transfer of Student Loans described
in the Xxxx of Sale and Student Loan Transmittal Summary Form be, and be
construed as, a valid sale of such Student Loans from Seller to the Owner
Trustee for the benefit of the Trust. However, in the event that notwithstanding
the intention of the parties, such transfer is deemed to be a transfer for
security, then Seller hereby grants to the Owner Trustee for the benefit of the
Trust a first priority security interest in and to all Student Loans described
in the Xxxx of Sale and Student Loan Transmittal Summary Form to secure a loan
in an amount equal to the Purchase Price of such loans.
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IN WITNESS WHEREOF, the parties set their respective signatures below
as of this 7th day of October, 1996.
XXXXXX MAE EDUCATION FUNDING, LLC XXXXXX XXX EDUCATION LOAN TRUST
(SELLER) (PURCHASER)
By: Fleet National Bank, not in its individual
capacity but solely as Owner Trustee
By: /s/ Xxxxxxxx X. X'Xxxxx By: /s/ Xxxxx X. Xxxxxx
--------------------------------- -----------------------------
Name: Xxxxxxxx X. X'Xxxxx Name: Xxxxx X. Xxxxxx
Title: President Title: Trust Officer
FLEET NATIONAL BANK,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Trust Officer
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FIFTH SUPPLEMENTAL SALES AGREEMENT
BLANKET ENDORSEMENT DATED OCTOBER 7, 1996
Xxxxxx Mae Education Funding, LLC ("Seller"), by execution of this
instrument, hereby endorses the attached promissory note which is one (1) of the
promissory notes ("the Notes") described in the Xxxx of Sale executed by Seller
in favor of the Fleet National Bank as the Owner Trustee for the benefit of
Xxxxxx Mae Education Loan Trust ("Purchaser"). This endorsement is in blank,
unrestricted form and without recourse except as provided in Section 6 of the
Master Terms Sales Agreement referred to in the Sales Agreement among Seller,
Purchaser, and the Owner Trustee which covers this promissory note.
This endorsement may be effected by attaching this instrument to each
or any of the Notes.
Notwithstanding the foregoing, Seller agrees to individually endorse
each Note in the form provided by Purchaser as Purchaser may from time to time
require or if such individual endorsement is required by any Guarantor of the
Note.
THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND
COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE SALES
AGREEMENT. BY EXECUTION HEREOF, SELLER ACKNOWLEDGES THAT SELLER HAS READ,
UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE
SALE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON PURCHASER'S
PAYMENT TO SELLER OF THE PURCHASE PRICE AND, UNLESS OTHERWISE AGREED BY SELLER
AND PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE.
SELLER PURCHASER
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Xxxxxx Mae Education Funding, LLC Fleet National Bank, not in its individual
00 Xxxxxxxxx Xxxx Xxxx capacity but solely as Owner Trustee
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
By: /s/ Xxxxxxxx X. X'Xxxxx By: /s/ Xxxxx X. Xxxxxx
------------------------------- -------------------------------
Name: Xxxxxxxx X. X'Xxxxx Name: Xxxxx X. Xxxxxx
Title: President Title: Trust Officer
Date of Purchase: October 7, 1996
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XXXX OF SALE DATED OCTOBER 7, 1996
The undersigned ("Seller"), for value received and pursuant to the
terms and conditions of Fifth Supplemental Sales Agreement ("Sales Agreement")
among Xxxxxx Mae Education Loan Trust ("Purchaser"), and Fleet National Bank, as
Owner Trustee for the benefit of Purchaser under the Trust Agreement dated as of
June 1, 1996 between Purchaser and the Owner Trustee, does hereby sell, assign,
transfer and convey to the Owner Trustee for the benefit of Purchaser and its
assignees all right, title and interest of Seller, in the Student Loans
identified herein which the Owner Trustee for the benefit of Purchaser has
accepted for purchase. A summary of the portfolio accepted for purchase by the
Owner Trustee for the benefit of Purchaser and the individual Borrower accounts
are listed on SCHEDULE A attached hereto.
Seller hereby makes the representations and warranties set forth in
Section 5 of the Master Terms Sales Agreement incorporated by reference in the
Sales Agreement. Seller authorizes the Owner Trustee on behalf of Purchaser to
use a copy of this document as official notification to any Guarantor of
assignment to the Owner Trustee for the benefit of Purchaser of the Loans on the
date of purchase.
SELLER PURCHASER
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Xxxxxx Xxx Education Funding, LLC Fleet National Bank, not in its individual
00 Xxxxxxxxx Xxxx Xxxx capacity but solely as Owner Trustee
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
By: /s/ Xxxxxxxx X. X'Xxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxxxxx X. X'Xxxxx Name: Xxxxx X. Xxxxxx
Title: President Title: Trust Officer
Date of Purchase: October 7, 1996
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FIFTH SUPPLEMENTAL SALES AGREEMENT
Schedule A
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Number of Principal Interest
Sale # Loans Balance Balance Purchase Price
--------- --------- -------- --------------
5 1775 $9,139,574.50 $80,931.91 $8,586,103.80
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