Exhibit 10.22
LENDER AGREEMENT FOR GUARANTEE OF FEDERAL
CONSOLIDATION LOANS WITH FEDERAL REINSURANCE
For loans eligible for guarantee under the Higher Education Act of 1965, as
amended (the "Act").
WHEREAS, Student Loan Finance Corporation and Subsidaries, US Bank as
Trustee located at 000 X. Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxx 00000 using U.
S. Department of Education ("ED") Lender ID number 833405 (the "Lender") wishes
to secure loan guarantees with the Nebraska Student Loan Program, Inc. ("NSLP")
on "Federal Consolidation Loans' (as hereinafter defined) made to "Eligible
Borrowers" (as hereinafter defined); and
WHEREAS, Lender represents that it is an "eligible lender" under the
provisions of the Act and the "Program Rules" (as hereinafter defined); and
WHEREAS, Lender has previously executed the NSLP Lender Agreement for
Guarantee of Student Loans with Federal Reinsurance.
NOW, THEREFORE, it is mutually agreed that:
1. The following words and terms shall have the following meanings unless
otherwise herein provided or unless that context or use clearly
indicates another or differing meaning or intent;
(a) "Act" shall mean Title IV, Part B, of the Higher Education Act of
1965, as amended, the regulations promulgated thereunder, and all
official interpretations of federal requirements as issued by the
ED;
(b) "Agreement" shall mean this Agreement;
(c) "Eligible Borrower" shall mean a borrower as defined by the Act;
(d) "Eligible Loan" shall mean a loan as defined by the Act;
(e) "Federal Consolidation Loan" shall mean a student loan which has
been consolidated pursuant to and as defined by the Act;
(f) "Initial Principal Amount" shall mean the principal amount of a
Federal Consolidation Loan when made; and
(g) "Program Rules" shall include, but are not limited to, the Act,
all correspondence, the Common Manual - Unified Student Loan
Policy, NSLP Operations Alerts and NSLP correspondent materials.
All such Program Rules, as amended from time to time, are
specifically incorporated into and made a part of this Agreement.
2. NSLP shall guarantee Federal Consolidation Loans made by the Lender
which have been made in conformance with the Program Rules.
3. NSLP and the Lender agree that upon the default with respect to a
promissory note and the filing of a claim on such promissory note by
the Lender, such claim shall be processed as provided for in the
Program Rules.
4. NSLP agrees to maintain reserves as defined by the Act for the payment
of claims/purchase of loans.
5. Lender shall make a Federal Consolidation Loan only to discharge
Eligible Loans upon an Eligible Borrowers request.
6. Lender shall make a Federal Consolidation Loan only to those Eligible
Borrowers permitted by the Program Rules.
7. With respect to each Federal Consolidation Loan, the Lender shall
determine as to each Eligible Loan obligation to be consolidated that
each obligation:
(a) is a legal, valid and binding obligation of the Eligible
Borrower;
(b) was made and has been continuously serviced in accordance with
applicable laws and regulations and, if guaranteed, requirements
of the guarantor;
(c) each underlying loan is currently guaranteed under the Act as of
the date of the consolidation; and
(d) is not in default status as defined under the Act on the Program
Rules.
Lender shall document in the loan file the basis on which it made its
determination and retain that documentation for the term required by
the Program Rules. Lender acknowledges that NSLP has no responsibility
to review such determinations of Lender.
8. Unless otherwise required by the Act, each Federal Consolidation Loan
shall be made in a principal amount, which is equal to the sum of the
unpaid principal and accrued unpaid interest and late charges of the
Eligible Loans to be consolidated. The proceeds of each Federal
Consolidation Loan will be paid to the holder of each loan to be
consolidated to discharge the liability on such loans.
9. Each Federal Consolidation Loan shall be made at the interest rate
designated by the Act.
10. Each Federal Consolidation Loan shall be subject to repayment on the
terms stated in the Act.
11. The Lender agrees to remit to NSLP any fees permitted by the Act and
required by XXXX.
00. XXXX and the Lender agree that the guarantee on any particular Federal
Consolidation Loan shall be effective for the term of that Federal
Consolidation
Loan determined in accordance with the Program Rules, the effective
date beginning on the date of receipt by NSLP of any fee with respect
to that Federal Consolidation Loan or, if no fee is permitted or
required, beginning on the date of disbursement by Lender of that
Federal Consolidation Loan.
13. In making Federal Consolidation Loans to Eligible Borrowers, the
Lender agrees to comply with all applicable federal and state laws in
addition to (and not in conflict with) the Program Rules.
14. The Lender agrees to notify NSLP in writing within sixty (60) days
from the date that each Federal Consolidation Loan is made.
15. The Lender shall maintain for all Federal Consolidation Loans
guaranteed a system of records and accounts, shall afford access
thereto, and shall furnish such periodic and separate reports as may
reasonably be required by the ED and NSLP under the Program Rules. For
Federal Consolidation Loans paid in full or otherwise discharged, the
records shall be retained by the Lender as required by the Program
Rules.
16. NSLP shall guarantee Federal Consolidation Loans without regard to
sex, age, race, color, religion, handicapped status, income, national
origin, or any other basis prohibited by applicable law. The Lender
will not discriminate in the making of loans to Eligible Borrowers or
in the treatment of such Eligible Borrowers on any prohibited basis.
17. This Agreement shall inure to the benefit of and be binding upon NSLP,
the Lender and their respective successors; provided, however, that
this Agreement may not be assigned by either party hereto, either in
whole or in part, without the prior written consent of the other
party, which consent may not be unreasonably withheld.
18. Subject to the prior written approval of the Lender, which approval
shall not be unreasonably withheld, NSLP may transfer Federal
Consolidation Loans which are guaranteed to any other guarantor which
has given NSLP its prior written approval of such transfer.
19. This Agreement may be terminated by the Lender upon ninety (90) days
advance written notice to NSLP. The Lender is required to give NSLP
ninety (90) days advance written notice of termination if the Lender
intends to cease making Federal Consolidation Loans under this
Agreement. This Agreement may be terminated, suspended or limited by
NSLP in any manner provided for in the Program Rules. Such
termination, suspension or limitation shall not affect the coverage of
Federal Consolidation Loans previously guaranteed.
In addition, this Agreement may be terminated by NSLP upon ninety (90)
days written notice to the Lender, in the event that NSLP intends to
cease guaranteeing Federal Consolidation Loans of Lender. Upon receipt
of the termination notice, Lender shall immediately cease origination
and disbursement of all Consolidation
Loans. Lender will have ninety (90) days from receipt of the
termination notice to obtain a guarantee from NSLP on all
Consolidation Loans originated and disbursed prior to receipt of the
termination notice.
20. Lender agrees to indemnify and hold harmless NSLP from any obligations
arising out of or related to Federal Consolidation Loans not
originated and serviced in the manner required by the Act and the
Program Rules.
21. This Agreement shall be governed by the laws of the State of Nebraska,
except to the extent federal law and/or regulations apply to the
subject matter hereof. This Agreement shall not be varied by oral
agreement but only by an instrument in writing duly executed by both
parties. Any legal or equitable judicial proceeding arising out of or
related to this Agreement shall be heard solely in the courts located
in the City of Lincoln, Lancaster County, Nebraska, as the forum of
choice of the parties to this Agreement. This Agreement represents the
entire understanding of the parties with respect to the subject matter
and supersedes all other communications between the parties.
22. Nothing contained in this Agreement amends or modifies in any way the
Nebraska Student Loan Program, Inc. Lender Agreement for Guarantee of
Student Loans with Federal Reinsurance between Lender and NSLP,
including any addendum or amendment to that agreement.
This Agreement is made this 30/th/ day of January, 2002.
Student Loan Finance
Corporation and Subsidaries,
US Bank
Lender: as Trustee
Lender ID #: 833405
ATTEST:
By: /s/ Xxxxx Xxxxxx By: /s/ Xxx Xxxxxx
Title: Executive Vice President Title: Xxx Xxxxxx, Corporate Trust
Officer
Signature Date: 1-30-02
The above contract accepted in Lincoln, Nebraska, this 15/th/ day of February,
by NSLP, which date is the effective date of this agreement.
ATTEST: NEBRASKA STUDENT LOAN PROGRAM, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxxxxx
Title: Supervisor, Admin. Services Title: Executive Vice President
NEBRASKA STUDENT LOAN PROGRAM, INC. Lincoln, Nebraska
Certificate of Guarantee with Respect to Federal Consolidation Loans
U.S. Department of Education Lender ID #: 833405
WHEREAS, the Nebraska Student Loan Program, Inc. (NSLP), located in
Lincoln, Nebraska and Student Loan Finance Corporation and Subsidaries, US Bank
as Trustee located 000 X. Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxx, 00000 (the
`Lender') have entered into a Lender Agreement for Guarantee of Federal
Consolidation Loans with Federal Reinsurance dated (the "Agreement"), and
WHEREAS, under the Agreement, the Lender has agreed to make Federal
Consolidation Loans for the purpose of discharging Eligible Loans of Eligible
Borrowers; and
WHEREAS, NSLP has agreed that such Federal Consolidation Loans, if made
by Lender in accordance with the terms of the Agreement, will be guaranteed by
NSLP.
NOW, THEREFORE, to evidence its intent to guarantee, NSLP issues this
Certificate of Guarantee ("Certificate") upon the following terms and
conditions:
1. All capitalized terms in this Certificate, not otherwise defined
herein, shall have the same meaning as those capitalized terms
defined in the Agreement. Such capitalized terms and definitions
are specifically incorporated by reference in this Certificate.
2. This Certificate shall be effective with respect to Federal
Consolidation Loans made by Lender, from the date of the
Agreement, unlit one of the parties terminates the Agreement.
3. Federal Consolidation Loans guaranteed under this Agreement and
this Certificate shall carry terms and conditions as required by
the Act and Program Rules.
4. Repayment of each Federal Consolidation loan will be required by
the Act and Program Rules.
5. This Certificate shall be cancelled and be of no further effect in
the event that the Agreement is terminated by either party in
accordance with the terms of the Agreement.
6. This Certificate shall be cancelled by NSLP, either finally or
temporarily or the effectiveness of this Certificate may be
limited by NSLP, as appropriate, in accordance with the terms of
the Act and Program Rules.
7. No cancellation or limitation of this Certificate shall affect the
guarantee coverage of Federal Consolidation Loans made prior to
the effective date of such cancellation or limitation.
8. Claims under this Certificate shall be made to NSLP as described
in the Act and Program Rules.
9. The Lenders right to make a claim under this Certificate may be
assigned to a subsequent owner/transferee of a Federal
Consolidation Loan guaranteed under this Certificate. However,
with respect to a Federal Consolidation Loan transferred, any such
transferee must be an Eligible Lender, a signatory to the NSLP
Lender Agreement, and bound by the terms of the Agreement and this
Certificate prior to the date of transfer of ownership.
Dated: 2-27-02
NEBRASKA STUDENT LOAN PROGRAM, INC.
Approved by:
/s/ Xxxxx Xxxxxxxxx
------------------------------------
Executive Vice President
------------------------------------
NEW YORK STATE HIGHER EDUCATION SERVICES CORPORATION
LOAN GUARANTEE AGREEMENT WITH LENDING INSTITUTION
AGREEMENT, made this 30/TH/ day of January, 2002, by and. between the
NEW YORK STATE HIGH EDUCATION SERVICES CORPORATION, an educational corporation
created by an act of the Legislature of the State of New York, with its
principal office at Xxx Xxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxx (hereinafter referred
to as the "Corporation"),and STUDENT LOAN FINANCE CORPORATION & SUBSIDIARIES (US
BANK, TRUSTEE) located at 000 XXXXXXXXX XXXXX XXXXXX, XXXXXXXX, XX 00000-0000
(hereinafter referred to as the "Lending Institution").
WITNESSETH:.
WHEREAS, the Corporation was created and operates pursuant to Article
14 of the Education Law of the State of New York for the purpose of assisting
eligible students who are attending or planning to attend colleges or vocational
institutions in said State or elsewhere to meet their expenses of higher
education, or vocational education, and to that end the Corporation is empowered
by said Article to lend money and/or to guarantee the loan of money to students
and their parents upon such terms and conditions as the Corporation may
prescribe, and
WHEREAS, the Corporation has executed an agreement with the U.S.
Department of Education to guarantee educational loans, pursuant to part B of
subchapter IV of chapter 28 of Title 20 of the United States Code, and
WHEREAS, the Corporation desires that the Lending Institution shall
make such loans, at the Lending Institution option in each instance, the
Corporation to guarantee the payment thereof upon the terms, conditions and
agreements herein contained
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed as follows:
A. The Lending Institution agrees, at its option in each instance, to
make educational loans to persons determined to be eligible by the Corporation,
using the forms, procedures and methods from time to time established by the
Corporation and/or the United States Department of Education. The loan thus made
shall thereupon be under the guaranty of the Corporation as hereinafter set
forth. If the Corporation disapproves any application. it will so notify the
Lending Institution and the applicant. While any applicant is indebted to the
Lending Institution on account of any loan made hereunder, the Corporation will
approve no other application from that applicant if the loan is to be made by
any other Lending Institution unless the prior Lending: Institution consents to
sell to the. new lender the principal amount and interest then outstanding and
owing or the student requests a change in lender in accord with NYSHESC rules &
procedures, including due to the Lender of the Last Resort Program. The
educational institution will be asked to notify the Corporation promptly if the
student ceases for any reason to be enrolled, or never enrolls, in that
institution, such notice specifying the reason for such cessation, and this
information will be promptly transmitted to the Lending Institution.
B. The Lending Institution agrees to repurchase from the Corporation
any loans which the Corporation or. the U.S. Department of Education determines
were improperly defaulted.
C. The Lending Institution must pay an insurance premium to the
Corporation for each Corporation guaranteed loan disbursed, based upon the rate
found in the Corporation's regulations. However, if the Corporation determines
that the Lending Institution owes payments or money to the Corporation, the
Corporation may utilize a set-off against any funds which the Corporation owes
to the Lending Institution.
D. The Lending Institution agrees to use `due diligence' in making,
servicing and collecting loans made hereunder as that term may from time to time
be defined or established by applicable laws, rules and regulations.
E. To the extent allowable under federal law, the Corporation hereby
GUARANTEES to the Lending Institution, it's successors and assigns, the prompt
payment of the principal of each such note and interest thereon specified when
due, together with each and every promissory note taken by the Lending
Institution, either in whole or in part, in renewal or extension of the payment
of each such note: The Corporation's guarantee shall extend to any loan made by
the Lending Institution hereunder and to any such loan transferred or assigned
by the Lending Institution to any lender which is authorized to participate in
the guaranteed educational loan programs administered by the Corporation. It
shall also apply to any loan guaranteed by the Corporation which is transferred
or assigned to the Lending Institution by any such authorized participating
lender. The Corporation's guarantee shall be subject, however, to any defenses
the Corporation may have or may assert against the holder, transferor or
assignor, and nothing herein contained shall be deemed to waive or release any
defense to the guarantee.
F. The Lending Institution agrees: that this agreement, any loans
made pursuant to this agreement and the guarantee of the Corporation, are all
subject to all applicable federal and New York State laws, rules, regulations
and policies governing the guaranteed educational loan programs administered by
the Corporation; to comply with all such laws, rules, regulations and policies;
to submit to the Corporation such information and reports, including but not
limited to the manifest, and to carry out such procedures as the Corporation may
from time to time require or as are set forth in applicable law, rules,
regulations and policies. The Lending Institution will endeavor to notify the
Corporation promptly following payment and discharge of each given student's
indebtedness relative hereto.
G. The Lending Institution agrees to reimburse the Corporation for
any additional expenses, including travel and lodging expenses, incurred by the
Corporation in performing an audit of the Lending Institution which results from
the Lending Institution's location outside of the State of New York
H. This agreement may be terminated- by either party giving thirty
(30) days notice in writing to the other party by registered mail, but no such
termination shall affect the liability of the Corporation or the Lending
Institution hereunder with respect to loans made by the Lending: Institution
prior to the effective date of such termination. This agreement shall terminate
upon repeal of the regulations of the Corporation authorizing this agreement or
upon
any other change in law which shall have the effect of removing the authority of
the Corporation to enter into the same.
I. This agreement shall apply to any and all NYSHESC guaranteed loans
first disbursed hereunder on or after October 1, 1993. Any loans first disbursed
prior to October 1, 1993 and guaranteed by NYSHESC pursuant to a previous
agreement between NYSHESC and the Lending Institution shall continue to carry
the guarantee of the Corporation, subject to the terms of all applicable federal
and New York State laws, rules, regulations and policies governing the
guaranteed educational loan programs administered by the Corporation which were
in effect at the time those prior loans were disbursed, and: subject to the
provisions of such prior agreements.
IN WITNESS whereof, the parties have caused this instrument to be
executed by their respective duty authorized, officers.
Lender Code 833405 NEW YORK STATE HIGHER
EDUCATION SERVICES CORPORATION
STUDENT LOAN FINANCE CORPORATION
& SUBSIDIARIES (US BANK TRUSTEE)
By /s/ Xxx Xxxxxx By /s/ Xxxxxx X. Xxxxx
(signature) (signature)
Name: XXX XXXXXX Name: Xxxxxx X. Xxxxx
Title: CORPORATE TRUST OFFICER Title: Vice President - Loans Division
1-30-2002 7/1/02
