EX-99
9
national-ex9911_061206.htm
EXHIBIT 99.11
Execution
May 16, 2002
| CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE OMISSIONS. |
Note: This Agreement contains confidential &
proprietary information and may not be disclosed without theconsent
of both parties or as required by law
GUARANTY AGREEMENT
between
THE EDUCATION RESOURCES INSTITUTE, INC.
and
CHARTER ONE BANK, N.A.
(NextStudent)
This
Guaranty Agreement (this "Agreement") is made as of this 15th day of May, 2002,
by and between The Education Resources Institute, Inc. ("XXXX"), a private
non-profit corporation organized under Chapter 180 of the Massachusetts General
Laws with its principal place of business at 000 Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, and Charter One Bank, N.A., (the "LENDER"), a national
association organized under the laws of the United States and having a principal
office located at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000.
WHEREAS, XXXX is in the business of providing financial assistance in the form
of loan guaranties to and on behalf of students enrolled in programs of higher
education and their parents at XXXX-approved schools; and
WHEREAS, the LENDER is willing to make Loans to eligible Borrowers under the
Program, and XXXX is willing to guaranty the payment of principal and interest
against the Borrowers' default or certain other events as more fully described
below, in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, XXXX
and the LENDER agree as follows:
Section
1: DEFINITIONS
As used in this Agreement the following terms shall have the
following meanings:
| 1.1 | "Agent" shall mean State Street Bank and Trust Company, its
successors and assigns, in its capacity as Agent under the Deposit and Security
Agreement between XXXX and the LENDER, of even date herewith.
|
| 1.2 | "Borrower" shall mean the person, or all persons collectively,
including all students, cosigners, coborrowers, guarantors, endorsers, and
accommodation parties, who execute a Promissory Note individually or, in the
case of multiple Borrowers, severally and jointly, for the purpose of obtaining
funds from the LENDER under the Program.
|
| 1.3 | "Due Diligence" shall mean the utilization by the LENDER of
policies, practices and procedures in the origination, servicing and collection
of Loans that comply with the standards set forth in the Program Guidelines and
that comply with the requirements of federal and state law and regulation.
|
| 1.4 | "Guaranty Event" shall mean any of the following events:
|
| a. | failure of the Borrower to make monthly principal and/or interest
payments on a Loan when due, provided such failure persists for a period of one
hundred fifty (150) consecutive days, |
| b. | the filing of a petition in bankruptcy with respect to the
Borrower, or |
| c. | the death of the Borrower. |
| For Loans on which the Borrower is two or more persons, none of
the above, with the exception of paragraph b, is a Guaranty Event unless one or
more such events shall have occurred with respect to all such persons. The
foregoing notwithstanding, if a Borrower files a petition in bankruptcy pursuant
to Chapter 7 of the U.S. Bankruptcy Code and does not seek a discharge of the
affected Loan(s) under 11 U.S.C. §523(a)(8)(B) of the U.S. Bankruptcy Code,
the LENDER at TERI's request will withdraw its guaranty claim unless or until
one of the other Guaranty Events shall have occurred with respect thereto.
|
| 1.5 | "Loan" shall mean a loan of funds, including all disbursements
thereof, made by the LENDER under the Program.
|
| 1.6 | "Note Purchase Agreement" means the agreement of that name between
LENDER and The First Marblehead Corporation ("FMC") dated as of May, 15, 2002,
as amended.
|
| 1.7 | "NextStudent" shall mean Pinnacle Peak Solutions, Inc., a
corporation organized under the laws of Arizona and having a principal place of
business at 00000 Xxxxx 00xx Xxxxx, Xxxxx X-000, Xxxxxxx, XX 00000,
d/b/a NextStudent.
|
| 1.8 | "Program" shall mean the NextStudent Loan Program, as more fully
described in the Program Guidelines.
|
| 1.9 | "Program Guidelines" shall mean the NextStudent Loan Program
Guidelines attached hereto as Exhibit A, and all changes thereto as provided in
Section 7 hereof. The Program Guidelines (a) consist of the Program Overview,
Loan Program Description Detail, XXXX Underwriting Guidelines, PHEAA Servicing
Guidelines, and Program Borrower Documents (consisting of the forms of
Promissory Note and Truth in Lending Disclosure) and (b) are hereby incorporated
in this Agreement by reference and made a part hereof.
|
| 1.10 | "Promissory Note" shall mean a promissory note executed by a
Borrower evidencing a Loan, in the form attached hereto as part of the Program
Guidelines or as approved pursuant to Section 3.2 below.
|
| 1.11 | "Securitization Transaction" shall mean and refer to a purchase of
Loans guaranteed hereunder by a special purpose entity formed by FMC, which
purchase is funded through the issuance of debt instruments or other securities
by such entity, the repayment of which is supported by payments on the Loans.
|
Section 2:
GUARANTEE OF LOANS
| 2.1 | XXXX hereby guarantees to the LENDER, unconditionally except as
set forth in Section 2.2 below, the payment of 100% of the principal of and
accrued interest on every Loan as to which a Guaranty Event has occurred.
"Accrued interest" shall mean interest accrued and unpaid to the date of payment
in full by XXXX, less any interest that shall have accrued after the filing of a
claim for guaranty payment submitted to XXXX by the LENDER but before XXXX shall
have received all the documentation necessary to process the guaranty claim as
set forth in the Program Guidelines. XXXX will use all reasonable efforts to
make payment on its guaranty within sixty (60) days, and will in any event make
payment within ninety (90) days, of receipt of a demand from the LENDER stating
the name of the Borrower and the type of Guaranty Event that has occurred
accompanied by the full claim documentation required in the Program Guidelines.
|
| 2.2 | TERI's guaranty is conditioned upon the following:
|
| a. | The LENDER must have filed its claim for guaranty payment within
the time period and following the procedures specified in the Program
Guidelines. |
| b. | The LENDER and its predecessors in interest must at all times have
exercised Due Diligence with respect to the Loan (or shall have cured any
failure to exercise Due Diligence under the reinstatement provisions in Section
2.4 hereof and the Program Guidelines), and must have complied with all other
requirements of the Program Guidelines applicable to the Loan. |
| c. | The LENDER shall have paid to XXXX the Initial Guaranty Fee (as
defined in Section 3.3.a below) for the Loan in question, and shall have paid to
the Agent any Subsequent Guaranty Fee (as defined in Section 3.3.b below) for
the Loan in question which is due and payable as provided in Section 3.3.b
below. |
| d. | XXXX must have received from the LENDER the original Promissory
Note, enforceable against the Borrower (except as provided in this Section
2.2(d), below), endorsed to XXXX in such manner as to transfer to XXXX all
rights in and title to such Promissory Note, free and clear of all liens and
encumbrances, and of all defenses, counterclaims, offsets, and rights of
rescission that might be raised by the Borrower. Submission of a claim to XXXX
shall constitute the LENDER's certification that the conditions of 2.2.b. and
2.2.d. have been met, and XXXX is entitled to rely on such certification.
Subsections 2.2.b. and 2.2.d above notwithstanding, if a Loan submitted for
guaranty was originated by XXXX on behalf of the LENDER pursuant to a Loan
Origination Agreement between the parties, (i) XXXX will not deny the LENDER's
guaranty claim on such Loan if the sole basis for denial is a violation of the
Program Guidelines or a violation of Massachusetts or federal law committed by
XXXX in the origination process, and (ii) XXXX will have no recourse against the
LENDER in the event that XXXX's actions or omissions in the origination process
shall have given rise to a defense in favor of the Borrower in a suit on the
Promissory Note.
|
| 2.3 | TERI's guaranty obligation with respect to any Loan shall not be
terminated or otherwise affected or impaired (i) by the LENDER's granting an
extension to the Borrower of time to make scheduled payments, or by any other
indulgence the LENDER may grant to the Borrower, provided that all extensions
and other indulgences meet the forbearance standards and other requirements of
the Program Guidelines; or, Section 2.2.d above notwithstanding, (ii) because of
any fraud in the execution of the Promissory Note, (iii) because of any
illegal or improper acts of the Borrower, (iv) because the Borrower may be
relieved of liability for such Loan due to lack of contractual capacity or any
other statutory exemption.
|
| 2.4 | If XXXX properly denies the LENDER's claim on any Loan on the
grounds of Due Diligence deficiencies, the LENDER may thereafter require that
XXXX reinstate the guaranty of such Loan if (a) the LENDER corrects such
deficiencies and receives four (4) consecutive full on-time monthly payments
from the Borrower, according to any schedule permitted by the Program
Guidelines, and if at the time of the LENDER's request the Borrower is within
thirty (30) days of being current on all principal and interest payments on such
Loan, or (b) the LENDER satisfies any other method of cure set forth in the
Program Guidelines.
|
| 2.5 | TERI's guaranty hereunder is a continuing and absolute guaranty of
payment and not merely of collection, covering Loans made in accordance herewith
either (i) prior to termination of this Agreement, or (ii) based upon
applications received by the LENDER prior to such termination; and shall not
affect TERI's obligations to the LENDER then existing, whether direct or
indirect, absolute or contingent, then due or thereafter to become due.
|
| 2.6 | XXXX agrees not to exercise any right of subrogation,
reimbursement, indemnity, contribution or the like against the Borrower of any
Loan unless and until all TERI's obligations under this Agreement with respect
to such Loan have been satisfied in full, except to the extent that it is deemed
a valid claimant as a contingent creditor, for example, under Title 11 of the
United States Code (the "Bankruptcy Code"), or applicable state law.
|
| 2.7 | XXXX will permit the LENDER, any duly designated representative of
the LENDER, or any governmental body having jurisdiction over the LENDER
(subject to written notice being provided to XXXX by the LENDER, identifying the
requesting party and the date of the review), to examine and audit the books and
records of XXXX pertaining to the Loans, at any time during XXXX's regular
business hours, provided that in the case of examinations by the LENDER or its
representative absent good cause (i) XXXX must be given ten (10) business days'
prior written notice and, (ii) no more than one such audit may be conducted with
respect to any twelve-month period or will take place in any twelve-month
period. In no event will any audit be performed during July, August, September,
or October in any year except at the request of a regulatory authority having
jurisdiction over the LENDER.
|
| 2.8 | XXXX will indemnify the LENDER and hold it harmless from and
against any loss, cost, damage and expense that the LENDER may suffer as a
result of claims arising out of XXXX's actions or omissions relative to the
LENDER's participation in the Program. "Expense" includes, without limitation,
the LENDER's reasonable attorney's fees. XXXX will further indemnify the LENDER
and hold it harmless from and against any claim brought against the LENDER by
any Borrower based on actions or omissions of the LENDER that were mandated
under the Program Guidelines.
|
| 2.9 | Although the LENDER agrees not to use any loan servicer not
approved by XXXX, the LENDER acknowledges that TERI's approval of a servicer is
in no way an endorsement of such servicer and that XXXX shall have no liability
to the LENDER for any losses arising from such servicer's failure to comply with
Due Diligence or the Program Guidelines or applicable law, nor shall XXXX be
required to honor any claim submitted by such servicer if the claim does not
comply with the requirements of this Agreement.
|
Section
3: OBLIGATIONS OF THE LENDER
| 3.1 | In originating, servicing, disbursing, and collecting Loans, the
LENDER will comply, and cause its servicer and others acting on its behalf to
comply, with all applicable requirements of federal and state laws and
regulations.
|
| 3.2 | The LENDER will use Promissory Notes, Loan applications,
disclosure statements, and other forms mutually agreeable to the parties. The
forms of application and Promissory Note and disclosure statement attached
hereto as part of the Program Guidelines are agreed to be satisfactory to both
parties. Without limiting the generality of Section 3.1, the LENDER warrants the
conformity of such instruments and any agreed successors thereto with all
applicable legal requirements, other than those of federal and Massachusetts law
and regulation, and XXXX warrants their conformity with Massachusetts and
federal law.
|
| 3.3 | The LENDER will pay a guaranty fee for each Loan (the "Guaranty
Fee") as follows:
|
| a. | At the time of each disbursement of the Loan, the LENDER will
promptly remit to XXXX one and [**] of the principal amount of Loan disbursed
(the "Initial Guaranty Fee"). |
| b. | At such times as are set forth in Schedule 3.3 attached hereto and
incorporated herein by reference, such additional fees as are set forth in the
fifth and sixth columns of Schedule 3.3 ("Subsequent Guaranty Fee"). If the
terms of Schedule 3.3 call for any Guaranty Fees to be paid to XXXX or to the
Agent concurrent with the Securitization Transaction, LENDER may elect either:
(i) for LENDER to pay the fees directly (and be reimbursed in the Securitization
Transaction), or (ii) for the purchaser to pay the fees directly. In the event
that a Guaranty claim is made with respect to a Loan before a Subsequent
Guaranty Fee is scheduled to be paid by the LENDER for such Loan, the Subsequent
Guaranty Fee shall become immediately due and payable. In the event that a loan
is prepaid in full prior to the date that a Subsequent Guaranty Fee is scheduled
to be paid by the LENDER for such Loan, the Subsequent Guaranty Fee shall
nevertheless become due and payable at the time that would have applied if such
prepayment had not occurred. For example, if a Subsequent Guaranty Fee is due at
the time of a Securitization Transaction and a Loan is prepaid before it is
eligible for Securitization, then the Subsequent Guaranty Fee with respect to
such Loan shall become due at the first Securitization Transaction when such
Loan would have been eligible for inclusion, had prepayment not occurred. |
| c. | Failure to remit any Guaranty Fee within thirty (30) days of the
time set forth above will not be a breach of this Agreement but will void TERI's
guaranty of the Loan concerned. |
| d. | Anything in the Program Guidelines to the contrary
notwithstanding, if the LENDER is required under the terms of a Promissory Note
to refund all or part of the Guaranty Fees identified above to a Borrower, XXXX
will refund all or part of the Initial Guaranty Fee and the Agent will refund
all or part of any Subsequent Guaranty Fee it has received to the LENDER upon
being so advised in writing. |
| 3.4 | If XXXX shall have purchased a Loan due to the occurrence or
alleged occurrence of a Guaranty Event described in Section 1.4.a and/or 1.4.b
above, the LENDER will promptly repurchase such Loan from XXXX, (i) if XXXX
succeeds, after purchase, in obtaining from the Borrower three full consecutive
on-time monthly payments, according to any schedule permitted by the Program
Guidelines, provided that on the date of TERI's notice to repurchase, the
Borrower is within thirty (30) days of being current on his or her payments on
such Loan; provided that this repurchase obligation may be invoked by XXXX only
once as to any Loan; or (ii) subject to Section 2.3 above, if XXXX should
determine that the Loan does not meet the conditions set forth in subsection
(b), (c) and (d) of Section 2.2 above.
|
| 3.5 | To the extent permitted by applicable law, the LENDER will deliver
to XXXX such reports, documents, and other information concerning the Loans as
XXXX may reasonably require, and permit independent auditors or authorized
representatives of XXXX, and governmental agencies, if any, having regulatory
authority over XXXX, to have access to the operational and financial records and
procedures directly applicable to Loans and to the LENDER's participation in the
Program.
|
| 3.6 | If the LENDER should violate any term of this Agreement, it will
be liable to XXXX for all loss, cost, damage, and expense sustained by XXXX as a
result. The LENDER will indemnify XXXX and hold it harmless from and against all
loss, cost, damage, and expense that XXXX may suffer as a result of claims
arising out of the LENDER's actions or omissions relative to the LENDER's
participation in the Program unless such actions or omissions are specifically
required by this Agreement. The LENDER will similarly indemnify XXXX with
respect to any defenses arising from the LENDER's violation of or failure to
comply with any law, regulation, or order, or any term of this Agreement, that
may be raised by a Borrower to any suit upon a Promissory Note. "Expense"
includes, without limitation, XXXX's reasonable attorney's fees.
|
Section
4: REPRESENTATIONS AND
WARRANTIES
| 4.1 | Each party represents and warrants to the other that its
execution, delivery and performance of this Agreement are within its power and
authority, have been authorized by proper proceedings, and do not and will not
contravene any provision of law or such party's organization documents or
by-laws or contravene any provision of, or constitute an event of default or an
event which, with the lapse of time or with the giving of notice or both, would
constitute an event of default, under any other agreement, instrument or
undertaking by which such party is bound. Each party represents and warrants
that it has and will maintain in full force and effect all licenses required
under applicable state, federal, local or other law for the conduct of all
activities contemplated by this Agreement and comply with all requirements of
such applicable law relative to its licenses and the conduct of all activities
contemplated by this Agreement. This Agreement and all of its terms and
provisions are and shall remain the legal and binding obligation of the parties,
enforceable in accordance with its terms subject to bankruptcy and insolvency
laws. The warranties given herein shall survive any termination of this
Agreement.
|
| 4.2 | The parties acknowledge that XXXX is not an insurer or reinsurer
and the LENDER expressly waives all claims it might otherwise have under
applicable law were XXXX to be held by any court or regulatory agency to be
acting as an insurer or reinsurer hereunder. The only obligations of XXXX to the
LENDER shall be those expressly set forth herein.
|
Section
5: MISCELLANEOUS
| 5.1 | Neither party is or will hold itself out to be the agent, partner,
or joint venturer of the other party with regard to any transaction under or
pursuant to this Agreement.
|
| 5.2 | Each party's respective rights, remedies, powers, privileges, and
discretions ("Rights and Remedies") shall be cumulative and not exclusive. No
delay or omission by either party in exercising or enforcing any of its Rights
and Remedies shall operate as to constitute a waiver of them. No waiver by a
party of any default under this Agreement shall operate as a waiver of any
subsequent or other default under this Agreement. No single or partial exercise
by a party of any of its Rights and Remedies shall preclude the other or further
exercise of such Rights and Remedies. No waiver or modification by a party of
the Rights and Remedies on any one occasion shall be deemed a continuing waiver.
A party may exercise its various Rights and Remedies at such time or times and
in such order of preference as it in its sole discretion may determine. In no
event will either party be liable to the other for special, incidental, or
consequential damages, including but not limited to lost profits, even if
advised in advance of the possibility of the same, or for punitive or exemplary
damages, provided that such exclusions shall not apply to the indemnification
against an award of such damages pursuant to a third party claim.
|
| 5.3 | This Agreement represents the entire understanding of the parties
with respect to the subject matter hereof. This Agreement, together with any
contemporaneous contract concerning credit analysis or other loan origination
functions, supersedes all prior communications whatsoever between the parties
relative in any way to Loans or the LENDER's participation in the Program. This
Agreement may be modified only by written agreement of the parties hereto,
except as may otherwise be set forth herein.
|
| 5.4 | Any determination that any provision of this Agreement is invalid,
illegal, or unenforceable in any respect shall not affect the validity,
legality, or enforceability of such provision in any other instance and shall
not affect the validity, legality, or enforceability of any other provision of
this Agreement.
|
| 5.5 | Each of the parties will timely implement, if it has not already,
and will maintain, a reasonable disaster recovery plan. Subject to the
foregoing, no party hereto shall be responsible for, or in breach of this
Agreement if it is unable to perform as a result of delays or failures due to
any cause beyond its control, howsoever arising, and not due to its own act or
negligence and that cannot be overcome by the exercise of due diligence. Such
causes shall include, but not be limited to, labor disturbances, riots, fires,
earthquakes, floods, storms, lightning, epidemics, wars, civil disorder,
hostilities, expropriation or confiscation of property, failure or delay by
carriers, interference by civil and military authorities whether by legal
proceeding or in fact and whether purporting to act under some constitution,
decree, law or otherwise, acts of God and perils of the sea.
|
| 5.6 | This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts, without regard to the
conflict of laws provisions thereof.
|
| 5.7 | This Agreement will be binding on the parties' respective
successors and assigns. It may not be assigned by either party without the
other's written consent, which will not be unreasonably withheld, provided that:
(a) the LENDER may assign any Loan, together with the provisions hereof as
applicable to such Loan, to FMC or any SPE; and (b) XXXX has subcontracted and
may hereafter sub-contract any administrative obligations necessary or
convenient to XXXX to perform its obligations hereunder to FMC or any subsidiary
or affiliate of FMC.
|
| 5.8 | Notice for any purpose hereunder may be given by any means
requiring receipt signature, or by facsimile transmission confirmed by first
class mail. In the case of XXXX, notices should be sent to its President, and if
by fax, to (000) 000-0000. In the case of the LENDER, notices should be sent to
its Xxxxxx Xxxxxxx, and if by fax, to _______________. Either party may from
time to time change the person, address or fax number for notice purposes by
formal notice to the other party.
|
Section 6:
CHANGES TO PROGRAM GUIDELINES
The parties agree that the Program Guidelines will need to be
updated and modified to respond to changed conditions from time to time. The
parties intend to make such modifications in a manner that does not interfere
with the ordinary advertising and origination cycle for education loans.
Amendments necessary to meet state or federal regulatory requirements may be
made at any time. With respect to all other changes, the parties shall exchange
requests for modification of the Program Guidelines, including without
limitation any requested changes to the provisions of the Program Guidelines
concerning the Guaranty Fees, in the first part of the first calendar quarter of
each year. Each party shall respond in writing to proposals from the other
within 30 days, in writing, and both parties will attempt to resolve any
differences within 30 days after receiving a response to a request. All
modifications must be mutually acceptable. Any modifications approved by the
parties and not requiring system adjustments by the LENDER's loan servicer shall
take effect within thirty (30) days after approval. Modifications requiring
system adjustments by the LENDER's loan servicer shall take effect as soon after
approval as such servicer shall be able to adjust its systems to accept loans
made on the modified terms. The parties shall use their best efforts to conclude
all negotiations of proposed changes prior to May 1 of each year. The foregoing
process shall not apply to modification of the Servicing Guidelines, which are
subject to a modification process contained therein.
Section 7:
TERM AND TERMINATION
| 7.1 | The initial term of this Agreement shall commence on May 15, 2002,
and shall continue until [**]. Thereafter, this Agreement shall automatically
renew for successive one-year terms unless either party provides written notice
of non-renewal and termination not less that [**] days prior to the end of the
then-current term.
|
| 7.2 | In the event that the parties are unable to agree on a proposed
modification to the Program Guidelines as provided in Section 7, above, the
party proposing the modification shall have the option of terminating this
Agreement by providing written notice of termination to the other party. Such
termination will be effective on the following [**].
|
| 7.3 | To the extent permitted by applicable law, if either party should
become subject to bankruptcy, receivership, or other proceedings affecting the
rights of its creditors generally, this Agreement will be deemed terminated
thereupon immediately without the need of notice from the other party, and the
party becoming subject to such proceedings will promptly notify the other party
thereof.
|
| 7.4 | Termination shall be prospective only and shall not affect the
obligations of the parties hereto which were incurred prior to such termination
or any of the warranties and indemnities contained herein or the provisions of
Section 8 below (regarding confidentiality). Not less than [**] days prior to
the effective date of termination, XXXX may by additional notice to the Lender
terminate its obligation to assume the guaranty of all or any subset of
otherwise qualifying Loans as to which a commitment to lend is made after the
Lender's receipt of such additional notice. In the absence of such additional
notice XXXX will, subject to the terms and conditions of this Agreement, assume
the guaranty of all Loans as to which a commitment to lend is made prior to the
effective date of termination. In the event this Agreement terminates or expires
and only one disbursement of a multi-disbursement loan has been made prior to
that date, the other disbursement will also be guaranteed pursuant to the terms
of this Agreement.
|
Section 8:
CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION
| 8.1 | XXXX and the LENDER each acknowledge that in the course of the
operations contemplated by this Agreement, and in the course of communications
relative to this Agreement, it has received and will receive information
concerning the other's finances, business plans, business methods, and the like
that is not generally known in the student loan industry ("Confidential
Information"). Each party will respect and use all reasonable efforts to
maintain the confidentiality of the other's Confidential Information unless and
until such information becomes generally known through no fault of the receiving
party. Without limiting the foregoing, XXXX may disclose any of XXXXXX's
Confidential Information to any entity to which XXXX subcontracts its
obligations under this Agreement pursuant to Section 5.7(b) hereof.
|
| 8.2 | In accordance with the provisions of Title V of the
Xxxxx-Xxxxx-Xxxxxx Act (the "GLB Act") and Federal Reserve Board Regulation P
("Regulation P"), XXXX agrees to respect and protect the security and
confidentiality of any "nonpublic personal information" (as defined in the GLB
Act and Regulation P) relating to applicants for Loans and to Borrowers,
including, where applicable, the restrictions on the re-use and disclosure of
such information set forth in the GLB Act and Regulation P.
|
| 8.3 | Without limiting the foregoing, XXXX may retain as its own
property and use for any lawful purpose any or all aggregated or de-identified
data concerning Loan applicants and Borrowers, which does not include the name,
address or social security number of the Loan applicants or Borrowers. XXXX may
sell, assign, transfer or disclose such information to third parties including,
without limitation, FMC, who may also use such information for any lawful
purpose.
|
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
IN
WITNESS WHEREOF, XXXX and the LENDER have caused this instrument to be executed
by their duly authorized officers under seal as of the day and year indicated
above.
|
THE EDUCATION RESOURCES
INSTITUTE, INC.
By: ___________________
Print Name: _____________
Title: __________________ |
CHARTER ONE BANK, N.A.
By: ___________________
Print Name: ____________
Title: _________________
|
TABLE OF EXHIBITS
Exhibit A – Program Guidelines for NextStudent
Loan Program
Schedule 3.3 – Guaranty Fee Amounts
[***]
March 25, 2002
SCHEDULE 3.3 TO GUARANTY AGREEMENT BETWEEN XXXX AND
CHARTER ONE
[***]
