EXHIBIT 10.17
SECONDARY MARKET AGREEMENT
Oregon State Scholarship Commission
AGREEMENT TO ENDORSE LOANS
This AGREEMENT, entered into between the Oregon State Scholarship Commission
(hereinafter referred to as "Scholarship Commission"), an agency of the State of
Oregon, and
U.S. Bank National Association as
Trustee for Education Loan Incorporated Xxxxxxxx, XX 00000
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(hereinafter referred to as "Lender") (City and State) (Zip)
WITNESSETH:
WHEREAS, the Scholarship Commission is a State agency designated to administer
loan programs under provisions of Oregon Revised Statutes 348.505 to 348.620;
WHEREAS, the Scholarship 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 Program of the
Scholarship Commission, subject to the terms and conditions hereinafter set
forth;
NOW THEREFORE, the Scholarship 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 V, 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 Scholarship
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 Scholarship Commission and the U.S.
Department of Education.
5. This Agreement shall inure to the benefit of and be binding upon the
Scholarship 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 Scholarship Commission
from and against any and all liability arising out of such violation or
failure regardless of whether the Scholarship Commission purchased such loan
from the Lender.
The Scholarship 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
Scholarship Commission, any notice delivered by facsimile must be confirmed
by telephone notice to the Scholarship 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.
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 or 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 State Scholarship Commission and the Lender have each caused this
instrument to be executed the ____ day of ____________, 19__, by their
respective duly authorized officers.
U.S. Bank National Association
as Trustee for Education Loans Inc. OREGON STATE SCHOLARSHIP COMMISSION
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Lender
By /s/ Xxxxxx X. Xxxxxx By /s/ Xxxxxx X. Xxxxxx
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Signature Xxxxxx X. Xxxxxx, Executive Director
Assistant Vice President April 8, 1999
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Title Date
000 Xxxxx Xxxxxx XX
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Street Address
Xxxxxxxx, XX 00000
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City, State and Zip
833405
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Lender Code Number
00-0000000
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Employer Identification Number (EIN)
