Exhibit 10.27
FLORIDA DEPARTMENT OF EDUCATION OFFICE OF STUDENT FINANCIAL ASSISTANCE
FLORIDA FEDERAL FAMILY EDUCATION LOAN PROGRAM LENDING INSTITUTION
PARTICIPATION AGREEMENT
This Agreement is entered into for the purpose of participation in the Florida
Guaranteed Loan Programs.
WHEREAS, STUDENT LOAN FINANCE CORPORATION & SUBSIDIARIES (US BANK TRUSTEE)
hereinafter referred to as the "Lender", wishes to be able to secure loan
insurance on loans made to or on behalf of students pursuing programs of
postsecondary education pursuant to Title IV, Part B, of the Higher Education
Act of 1965, as amended, hereinafter referred to as the "Act", and
WHEREAS, The Florida Department of Education, hereinafter referred to as the
"Department", has qualified for reinsurance of such loans and having found the
Lender qualifies as an eligible lender under the provisions of the Act, the
applicable parts of Title 34 of the Code of Federal Regulations (hereinafter
referred to as "Federal Regulations"), Florida Statutes and the Rules of the
State Board of Education (hereinafter referred to as "SBE Rules"), wishes to
encourage the ORIGINATION/SERVICING
of such loans by the Lender.
NOW, THEREFORE, it is agreed that:
1. Within such limits as may be set by the Act, Federal Regulations,
Florida Statutes and SBE Rules, the Department shall fully guarantee
all loans ORIGINATED/SERVICED by the lender which are reinsurable under
Act and Federal Regulations. The Act, the applicable Federal
Regulations, the applicable Florida Statutes and SBE Rules are a part
of this Agreement.
2. In making or servicing guaranteed loans to or on behalf of eligible
borrowers, the Lender will assist them in securing such reductions in
their obligations to pay interest on loans made by the Lender as they
may be eligible to receive under the Act and Federal Regulations.
3. Due diligence in making, servicing, and collecting Florida guaranteed
loans will be provided by the Lender as specified by Federal
Regulations and SBE Rules.
4. The Lender will maintain transaction records and reports in such form
and containing such information as the Department requires, and will
afford access thereto as the Department or its authorized
representatives may find necessary to assure correctness and to verify
such records and reports.
5. The Department will supply the Lender with all forms and informational
materials as are necessary to perform the requirements set forth by
this Agreement. Any addition, substitution, or alteration of forms
provided by the Department must be approved, in advance of their use,
by the Department
6. The Lender will provide notification to the Department when it acquires
a loan for which the Department has issued a notice of loan guarantee.
Regarding a guaranteed loan already held by the Lender, in order for a
loan account to remain subject to the Department's guarantee
obligation, the loan may be transferred only to another approved lender
or eligible holder of Florida Guaranteed loans.
7. Payment of a note may be extended in whole or in part, and the
provisions of the note may be modified without notice to and without
affecting the liability of the Department, if such extension or
modification complies with the requirements for notes under this
Agreement, Federal Regulations and SBE Rules.
8. The Lender will notify the Department of any servicing or management of
the Lender's guaranteed loan portfolio performed by an agent(s) other
than the holder of record.
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9. Whenever any guaranteed note shall be in default, or upon the death or
total and permanent disability of a borrower, or upon adjudication in
bankruptcy, the Department will, upon receipt of a properly documented
claim from the Lender. purchase the total amount of principal and
interest then due and owing to the Lender, in accordance with Federal
Regulations and SBE Rules.
10. The Department shall maintain on deposit with the State Treasurer of
Florida or State Board of Administration funds or negotiable securities
representing no less than two percent (2%) of the total unpaid
principal amount of all guarantees issued by the Department or the
guaranteed portion of unpaid principal of all notes previously
guaranteed by the Department exclusive of such portion as may have been
reinsured or guaranteed by the United States of America or an agency,
department, or instrumentality thereof. A statement of such funds and
securities as of the close of the latest state fiscal year shall be
furnished to the Lender upon request.
11. The Lender represents that the Lender is not currently the object of
any directive issued by the U.S. Department of Education or any state
or federal agency which has the potential to limit, suspend or
terminate the Lenders eligibility to participate in the guaranteed loan
programs. Further, the Lender will notify the Department on the same
day it receives any such directives while this Agreement is in effect.
12. The Lender will not enter into any formal or informal agreement with
any school regarding the availability of Florida guaranteed loans, and
will not provide to or accept financial inducements from any school for
making Florida guaranteed loans available to students attending a
school.
13. The Lender shall not discriminate nor deny equal opportunity on the
basis of race, religion, sex, creed, national origin, marital status,
or veteran status in any decision material to participation in the
Florida Guaranteed Loan Programs, such as but not limited to, loan
eligibility determinations, or approval of deferments, forbearance's,
repurchases and loan consolidation or refinancing.
14. As a condition to the obligation of the Department herein, the Lender
agrees to comply with all laws, rules, and regulations, currently in
effect and as may be amended during the term of this Agreement, that
are applicable to the transactions and loans which are to be
guaranteed.
15. This Agreement shall apply only to loans made after the date of
execution by the Department and may be terminated by the Lender by
providing written notice to the Department thirty (30) days in advance
of the termination date. If the Department intends to terminate this
Agreement, the Department will establish the termination date in
accordance with the provisions set forth in Federal Regulations and SBE
Rules. The termination of this agreement shall not affect the coverage
of loans guaranteed prior to such termination.
16. The Lender shall provide to the Department a Secretary's or Cashier's
Certificate and a Certificate of Incumbency and Authenticity of
Signatures, in the formats set out in Attachments 1 and 2, which are
incorporated in and made a part of this Agreement by reference, or in a
substantially equivalent format.
IN WITNESS WHEREOF, the parties have caused this instrument (which constitutes
the entire Agreement of the parties and which shall not be amended except in
writing or as stated herein) to be executed by their duly authorized officers.
FOR THE LENDER
As an officer of this lending institution, I agree that this institution and its
representatives will comply with all laws, program regulations, and rules under
this Agreement.
/s/ (Illegible) 1-/30/2002
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Signature of Official Date
▇▇▇ ▇▇▇▇▇▇, CORPORATE TRUST OFFICER
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Typed Name of Official
FOR THE DEPARTMENT
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 4/16/02
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director Date
Policy, Training, and Compliance
Florida Department of Education
Office of Student Financial Assistance
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FLORIDA DEPARTMENT OF EDUCATION
OFFICE OF STUDENT FINANCIAL ASSISTANCE
LENDER OF LAST RESORT AGREEMENT
This agreement is set forth for leaders serving as a "Leader of Last Resort" in
the Florida ▇▇▇▇▇▇▇▇ Loan Program.
Section A. The Parties
The parties to this agreement are the Bureau of Student Financial
Assistance, Florida Department of Education, hereinafter referred to as the
Department Florida Education Center, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and STUDENT LOAN
FINANCE CORPORATION AND SUBSIDIARIES (US BANK, TRUSTEE), hereinafter called the
Lender.
Section B. Term
The effective date of this agreement shall be ________________ and
shall remain unless terminated by either party upon ninety days written notice
sent by certified United States mail, return receipt required.
Section C. Purpose and Provisions
The Department shall designate the Lender as the "Lender of Last
Resort" pursuant to the Higher Education Act of 1965 (the "Act") (Public Law
99.498, Sec. 428(j)).
The Lender agrees to make Florida ▇▇▇▇▇▇▇▇ Loans to students who.
a. Are attending educational institutions participating in the Florida
Guaranteed Student Loan Programs: and
b. Qualify for federal interest subsidies for loans in an amount for
not less than $200 nor an amount which exceeds the annual federal limit
or the need of the borrower, as determined by the educational
institution that the borrower is attending; and
e. Are otherwise unable to obtain a loan from two other lenders
participating in the Florida ▇▇▇▇▇▇▇▇ Loan Program and have been
referred to the Lender by the Department.
In witness whereof, the parties hereto have signed this agreement on the days
set forth below.
STUDENT LOAN FINANCE CORPORATION FLORIDA DEPARTMENT OF EDUCATION
Lender Name Office of Student Financial Assistance
AND SUBSIDIARIES (US BANK TRUSTEE)
/s/ ▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Signature of Authorized Official Signature of Department Official
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director
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Typed Name of Authorized Official Office of Policy. Training, and Compliance
CORPORATE TRUST OFFICER Director
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Title of Official Title of Official
1-30-2002 4/16/02
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Date Date
833405
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Lender Code Number
4
FLORIDA FEDERAL FAMILY EDUCATION LOAN PROGRAM ADDENDUM TO LENDING
INSTITUTION PARTICIPATION AGREEMENT
INDEMNIFICATION AGREEMENT
The STUDENT LOAN FINANCE CORPORATION & SUBSIDIARIES (US BANK, TRUSTEE),
hereinafter referred to as the "Lender", and the Florida Department of
Education, hereinafter referred to as the Department, agree the Lending
Institution Participation Agreement between the Lender and the Department is
amended as follows:
1. When a document to be included in a claim package submitted by the
Lender to the Department is lost or destroyed, the Lender agrees to
submit in the claim package, in lieu of the required document, the
substituted documentation prescribed below:
a. Borrowers Application. An affidavit describing the circumstances
that resulted in the loss or destruction of the borrowers
application.
b. Original promissory note signed by the borrower. A certified copy
of the original promissory note signed by the borrower and an
affidavit describing the circumstances that resulted in the loss
or destruction of the original promissory note. If neither the
original nor a certified copy of the original promissory note
signed by the borrower can he provided, the Lender shall also
include in the claim package, in addition to the affidavit, copies
of the front and back of the loan disbursement check(s).
c. Copy of the Notice of Loan Guarantee or Notice of Loan Statement
and Disclosure Statement. An affidavit describing the
circumstances that resulted in the loss or destruction of the
Notice of Loan Guarantee or Notice of Loan and Guarantee and
Disclosure Statement
d. Copy of Repayment Schedule and Disclosure Statement. A record, in
a format approved by the Department. of the repayment terms as
they were disclosed to the borrower.
e. Copy of a deferment form. A record of the deferment granted, in a
format approved by the Department and an affidavit describing the
circumstances that resulted in the loss or destruction of the
deferment form.
f. Copy of the borrower signed forbearance form. A record of the
forbearance granted, in a format approved by the Department and an
affidavit describing the circumstances that resulted in the loss
or destruction of the forbearance form.
2. The Lender, its successors and assignees shall hold the Department
harmless from any losses directly resulting from claims paid pursuant
to paragraph one (1) of this agreement where the underlying loan is
declared invalid by a court of law or not reinsured by the United
States Department of Education because of the lack of the required
document
3. For circumstances to which paragraph two (2) may apply, the Department
will notify the Lender in writing and permit the Lender to enter an
appearance or take the appropriate action to establish the validity of
the debt. Upon receiving such notice the Lender will have ten days to
enter an appearance or take other action. In event the Lender does not
respond to the notice within ten days, the Department shall presume
that the Lender does not intend to enter an appearance and shall be
entitled to indemnification as provided in paragraph two (2).
4. The Lender agrees that the affidavit submitted in lieu of a required
document pursuant to paragraph one (1) of this agreement shall be
substantially similar to Attachment A. The affidavit shall be signed by
an authorized official of the Lender or its agent
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5. Provided the Lender complies with the provisions of paragraphs one (1)
through four (4) of this agreement, the Department agrees to waive the
requirement specified in 6A-10.109 of the Florida Administrative Code
for each document that the Lender cannot submit
6. This waiver is limited to situations where the Lender affirms by
affidavit that a diligent search has been made to locate the
document(s) and that if the Lender subsequently finds the document, it
will be promptly forwarded to the Department
7. The Lender and the Department agree that this waiver will not be
applicable in situations where the Department determines that the loss
or destruction of the required document is the result of negligence by
the Lender or a failure of the Lender to perform reasonable diligence
in maintaining the required document.
8. This agreement may be terminated by the Lender by providing written
notice to the Department thirty (30) days in advance of the termination
date. The termination of this agreement by the Lender shall not affect
claims paid pursuant to paragraph one (1) of the agreement prior to
such termination. This agreement my be terminated by the Department by
providing a written notice to the Lender that specifies the affective
date of the termination. The termination of this agreement by the
Department shall not affect claims paid pursuant to paragraph one (1)
of this agreement prior to the date the Department issues such a
termination notice.
For the Lender
As an officer of this institution, I agree that this institution and its
representatives will comply with the conditions specified in this agreement
/s/ ▇▇▇ ▇▇▇▇▇▇ 1-30-2002
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Signature of Official Date
▇▇▇ ▇▇▇▇▇▇ Corporate Trust Officer
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Typed Name and Title of Official
For the Department
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director 4-16-02
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director
Policy, Training, and Compliance
Office of Student Financial Assistance
Florida Department of Education
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CERTIFICATE OF COMPREHENSIVE INSURANCE
For Federal Consolidation Loans made in accordance with Title IV,
Part B of the Higher Education Act of 1965, as amended
The Florida Department of Education, Office of Student Financial Assistance,
hereinafter referred to as the "Department," authorizes that all consolidation
loans made in conformity with the requirements of Part B of Title IV of the
Higher Education Act of 1965, as amended, by STUDENT LOAN FINANCE CORPORATION &
SUBSIDIARIES (US BANK TRUSTEE) hereinafter referred to as the "Lender," are
fully insured against loss of principal and interest by the Department provided:
1. The lender has determined to its satisfaction, in accordance with
reasonable and prudent business practices, for each loan being consolidated
that::
(a) the loan is a legal, valid, and binding obligation of the
borrower,
(b) each such loan was made and serviced in compliance with
applicable laws including federal regulations and State Board
Rule; and
(c) the insurance on each Part B loan is in full force and effect
2. That the consolidation loan(s) will be made on or after January 1, 2002
but no later than provided for in the Higher Education Act of 1965, as
amended.
3. That the total unpaid principal amount of all consolidation loans made
under this certificate is equal to or not to exceed 100,000,000.00.
4. That this certificate will be updated and renewed as determined by the
lender.
5. That the Lender will meet reporting requirements established by the
Department in a timely manner.
6. That the lender structures a repayment schedule with the eligible
borrower pursuant to the requirements stated in the Higher Education
Act of 1965, as amended regarding Federal Consolidation Loans.
7. That, if the lender, prior to the expiration of this certificate no
longer wishes to make Federal Consolidation Loans, the lender will so
notify the Department in order that the certificate may be terminated.
Such termination shall not affect the insurance on any Federal
Consolidation loan made prior to such termination.
8. The lender's Federal Consolidation Loan Program practices are subject
to the Department's Federal Family Education Loan Program lender
Participation, Limitation, Suspension or Termination procedures. The
insurance on any Federal Consolidation loan(s) made under this
certificate prior to the Department's imposition of a limitation,
suspension or termination action shall not be affected by such action.
The Florida Department of Education, Office of Student Financial Assistance, is
designated as the offices which will process claims and perform other related
administrative functions.
IN WITNESS THEREOF, The Florida Department of Education, Office of Student
Financial Assistance has executed this agreement in Tallahassee, Florida.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director 4-16-02
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director
Policy, Training, Outreach and Institutional Review
Office of Financial Assistance
Florida Department of Education
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The above agreement accepted this 30/th/ day of January 2002
Exact Corporate Title:
Name: STUDENT LOAN FINANCE CORPORATION & SUBSIDIARIES (US BANK, TRUSTEE)
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Federal El No. ▇▇-▇▇▇▇▇▇▇ DE Federal Vender No. (Lender Code 833405
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Name and Title of Officer ▇▇▇ ▇▇▇▇▇▇, Corporate Trust Officer
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Signature of Officer /s/ ▇▇▇ ▇▇▇▇▇▇
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FLORIDA FEDERAL FAMILY EDUCATION LOAN PROGRAM
LENDER PARTICIPATION AGREEMENT
FEDERAL CONSOLIDATION LOANS
WHEREAS,
STUDENT LOAN FINANCE CORPORATION & SUBSIDIARIES (US BANK TRUSTEE) hereinafter
referred to as the "Lender," wishes to participate in a program of Federal
Consolidation Loans for eligible borrowers under Title IV, Part B, of the Higher
Education Act of 1965, as amended, and
WHEREAS, the Florida Department of Education, Office of Student Financial
Assistance. hereinafter referred to as the "Department," having found that the
eligible lender qualifies under the provisions of such Act and State Board of
Education Rules.
THEREFORE, it is agreed by the Department and the Lender as follows:
1. The Lender is currently an eligible lender and/or holder with the
United States Department of Education for Federal ▇▇▇▇▇▇▇▇ Loans (formerly
called Guaranteed Student Loans) and/or Federal PLUS loans and Federal
Supplemental Loans for Students.
2. Within such limits as may be set by it the Department shall insure all
Federal Consolidation Loans made by the eligible lender which are
eligible for such reinsurance under such Acts and Regulations issued
thereunder, which Acts and Regulations, as they may from time to time
be amended, are made a part of this agreement
3. An eligible lender must verify that an eligible borrower has no other
application pending for a Federal Consolidation Loan and the lender
must hold at least one of a borrower's eligible loans for
consolidation, or obtain a certification that the borrower has been
unable to obtain a consolidation loan with income-sensitive repayment
terms from the holder(s) of his/her outstanding loans selected for
consolidation At least one loan to be consolidated must be a loan
guaranteed by the Department
4. The Lender must meet the applicable guidelines set forth in the Higher
Education Act of 1965, as amended.
5. The proceeds of the Federal Consolidation Loan will be paid by the
eligible lender to the holders) of the loans selected for consolidation
to discharge the liability of such loans.
6. The Lender agrees to follow such other published terms and conditions
as the Secretary of Education and the Department specifically require
to carry out the Federal Consolidation Loan Program.
7. If the eligible lender no longer intends to make Federal Consolidation
loans under this agreement, the agreement shall be terminated sixty
(60) days after receipt of the request. This agreement may also be
terminated by the Department in a manner provided by law. The
termination of this agreement shall not affect the coverage of loans
under guarantee issued prior to such termination
IN WITNESS THEREOF, The Florida Department of Education, Office of Student
Financial Assistance has executed this agreement in Tallahassee, Florida.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director 4-16-02
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Director
Office of Policy, Training, Outreach and Institutional Review
Office of Student Financial Assistance
Florida Department of Education
The above agreement accepted this 30/th/ day of January 2002
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Exact Corporate Title:
Name: STUDENT LOAN FINANCE CORPORATION & SUBSIDIARIES (US BANK, TRUSTEE)
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Federal El No. ▇▇-▇▇▇▇▇▇▇
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▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. (▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Name and Title of Officer ▇▇▇ ▇▇▇▇▇▇, Corporate Trust Officer
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Signature of Officer /s/ ▇▇▇ ▇▇▇▇▇▇
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