Exhibit 10.10
TRANSITIONAL GUARANTY AGENCY, INC. AGREEMENT FOR PAYMENT ON
GUARANTEE OF STUDENT LOANS
WITH FEDERAL REINSURANCE
(for loans to students and parents of
students pursuant to the Higher
Education Act of 1965, as amended)
WHEREAS First Bank National Association
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(Lender Name)
located at 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx XX 00000
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(Street Address) (City) (State) (Zip Code)
(the "Holder") holds or wishes to acquire and hold guaranteed loans (the
"Loans") made to students pursuing programs of higher or vocational education at
eligible institutions, and to parents of such students, pursuant to the
aforementioned federal legislation (the "Act"); and
WHEREAS, the Holder represents that it is an "eligible lender" under the
provisions of the Act, the regulations issued under the Act and the Rules and
Regulations and policies of the Transitional Guaranty Agency, Inc. ("TGA") as
such policies may be implemented or amended;
WHEREAS, the guarantee on the Loans or the right to reinstate a previously
issued guarantee of another entity has been transferred to TGA by the United
States Department of Education or by another Guaranty Agency under the Act; and
WHEREAS, TGA, relying upon the Holder's representation that it qualifies as an
eligible lender under the provisions of the Act, the regulations issued under
the Act and the Rules and Regulations and policies of TGA, wishes to allow the
acquisition and holding of the Loans by the Holder in accordance with the policy
expressed in the Act.
NOW,THEREFORE, it is mutually agreed that:
1. Within such limits as may be set by it, TGA agrees to honor any previously
issued guarantee of the Loans by another entity or to reinstate a
previously issued guarantee of the Loans by another entity, to the extent
that the Loans are eligible for such guarantee under the Act, the
regulations issued under the Act and the Rules and Regulations and policies
of TGA, which Act, regulations, Rules and Regulations and policies, as they
may be from time to time amended, are made part of this Agreement.
2. TGA agrees to purchase eligible Loans held by the Holder provided that (a)
the Loans are in default (as defined by the Act, regulations, Rules and
Regulations and policies identified above); (b) the Loans have been made in
accordance with the Act, regulations, Rules and Regulations and policies
identified above; (c) the Holder has requested pre-claim assistance from
TGA
or the prior guarantor as required by the Act, regulations, and the Rules
and Regulations and policies of TGA; (d) the Holder has otherwise exercised
due diligence in the making, servicing, and collection of such Loans; (e)
with respect to any Loan, the Holder has not committed any act or omitted
to do any act, the commission or omission of which would cause TGA to lose
its reinsurance pursuant to the Act with respect to such Loan; and (f)
title to the promissory notes evidencing the Loans has been subrogated to
TGA by the Holder.
3. With respect to all Loans previously guaranteed by another entity, TGA
represents that it has negotiated an agreement with the Federal Government
with respect to reinsurance pursuant to the Act and with respect to the
maintenance of reserves for the purchase of Loans in default.
4. TGA and the Holder agree that the guarantee previously issued by another
entity on any Loan shall be effective for the term of the Loan determined
in accordance with the Act, regulations, Rules and Regulations and policies
identified above and beginning on the date of receipt by TGA of the
guarantee fee, if any is required, or, if no fee is required, beginning on
the latter of the date of disbursement or on the date of reinstatement of
the guarantee by TGA.
5. The Holder shall maintain for all Loans a system of records and accounts,
shall afford TGA access thereto, and shall furnish such periodic and
separate reports as may reasonably be required by the U.S. Secretary of
Education and TGA under the Act, regulations, Rules and Regulations and
policies identified above. For Loans paid in full or otherwise discharged,
the records shall be retained by the Holder as required by the Act,
regulations, Rules and Regulations, and policies identified above. This
Section 5 shall survive the termination of this Agreement.
6. Holder shall promptly repurchase any Loan where the repurchase of such Loan
is required in accordance with the Act, regulations, or Rules and
Regulations and policies of TGA. Holder agrees to repurchase the Loans if
for any reason TGA is denied reinsurance on said Loans or if said Loans are
determined to be unenforceable. Holder shall indemnify and hold TGA
harmless from any and all losses including costs and attorneys' fees which
TGA may incur based upon Holder's failure to repurchase the Loans as
provided herein. This Section 6 shall survive the termination of this
Agreement.
7. TGA and the Holder agree that this Agreement shall in no manner constitute
an agreement by TGA to issue new guarantees pursuant to the Act at any time
for any Loans issued by the Holder, or for any Loans acquired by the Holder
which were not so guaranteed prior to such acquisition.
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8. This Agreement may be terminated by either party upon sixty (60) days
written notice to the other party. The termination notice shall specify a
termination date which shall not be sooner than sixty-five (65) days after
the mailing of the termination notice. TGA may, in addition and at its
option, suspend or limit this Agreement in the manner provided for by TGA
Rules and Regulations. No limitation, suspension, or termination shall
affect the guarantee on Loans previously covered by this Agreement.
9. This Agreement may be terminated by the United States Secretary of
Education (the "Secretary") upon thirty (30) days advance written notice to
Holder, pursuant to the provisions of 20 U.S.C. (S)1072. No limitation,
suspension, or termination shall affect the guarantee on Loans previously
covered by this Agreement.
10. This Agreement may not be assigned by Holder without the express written
consent of TGA said consent shall not be unreasonably withheld by TGA.
11. The laws of the State of Minnesota shall govern the validity, performance
and enforcement of this Agreement.
IN WITNESS WHEREOF, the Holder and TGA have caused this Agreement to be duly
executed and delivered this 15th day of December, 1994.
First Bank National Association
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Holder (Lender Name)
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BY
x /s/ Xxxxxxx X. Xxxxx, Xx. 12/14/94 Its Asst. Vice President
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PRINTED NAME SIGNATURE DATE
Xxxxxxx X. Xxxxx, Xx. 830694 - 831195
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HOLDER'S FEDERAL TAX ID NUMBER ELIGIBLE LENDER NUMBER
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TRANSITIONAL GUARANTY AGENCY, INC.
x /s/ Xxxxxx X. Xxxxx
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BY
x XXXXXX X. XXXXX 12-19-94
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PRINTED NAME SIGNATURE DATE
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