Exhibit
10.02


 


EXPORTSS®  AGREEMENT


 


of


 


JULY 1,
2006 


 


AMONG


 


SALLIE MAE,
INC.


12061
Bluemont Way


Reston, VA  20190


 


SLM
EDUCATION CREDIT FINANCE CORPORATION


20
Hemingway Drive 


East
Providence, RI  02915


 


WALDEN
UNIVERSITY, INC.


1001 Fleet
Street 


Baltimore,
MD 21202


 


AND


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION


(solely
in its capacity as Eligible Lender Trustee


for
Walden University, Inc.)


7077
Bonneval Road, Suite 400


Jacksonville,
FL  32216


 


Our Agreement


 


This is an Agreement among
Sallie Mae, Inc. (“Sallie Mae”), SLM Education Credit Finance Corporation (“ECFC”),
Wells Fargo Bank, National Association, solely in its capacity as Eligible Lender
Trustee for Walden University, Inc. (together with its successors and assigns, “Trustee”),
and Walden University, Inc. (“School”). Sallie Mae and ECFC are sometimes
referred to together as the “SLM Entities.” The Agreement defines how Sallie
Mae will provide services to originate and service loans on behalf of the Trustee, and the conditions under which ECFC or its designee
will purchase them. Terms whose first occurrences are in italics
are defined in Section 24.


 

















 


TABLE OF
CONTENTS 


 


	
  PART I LOAN ORIGINATION AND LOAN SERVICING

  	 

	
   

  	 

	
  SECTION
  1

  	
   

  	
  Loan
  Origination

  
	
  SECTION
  2

  	
   

  	
  INTENTIONALLY
  OMITTED

  
	
  SECTION
  3

  	
   

  	
  Sallie
  Mae’s Servicing Responsibilities

  
	
  SECTION
  4

  	
   

  	
  Parties’
  Additional Responsibilities for Loan Origination and Servicing

  
	
  SECTION
  5

  	
   

  	
  Compensation
  to Sallie Mae

  
	
  SECTION
  6

  	
   

  	
  Right
  of Inspection

  
	
  SECTION
  7

  	
   

  	
  Allocation
  of Liabilities

  
	
  SECTION
  8

  	
   

  	
  Relationship
  of Parties

  
	
   

  	
   

  	
   

  
	
  PART II LOAN SALES

  	 

	
   

  	 

	
  SECTION
  9

  	
   

  	
  Sales
  Generally

  
	
  SECTION
  10

  	
   

  	
  Participation
  in Loans; Payment of Purchase Price Payment Amount

  
	
  SECTION
  11

  	
   

  	
  Additional
  Obligations of the Parties

  
	
  SECTION
  12

  	
   

  	
  Sales
  Conditions and Procedures

  
	
  SECTION
  13

  	
   

  	
  Post-Sale
  Obligations of the Parties

  
	
  SECTION
  14

  	
   

  	
  Rejection
  of Loans

  
	
  SECTION
  15

  	
   

  	
  The
  School’s Repurchase Obligation

  
	
   

  	
   

  	
   

  
	
  PART III GENERAL PROVISIONS

  	 

	
   

  	 

	
  SECTION
  16

  	
   

  	
  Representations
  and Warranties of the Trustee and the School

  
	
  SECTION
  17

  	
   

  	
  Representations
  and Warranties of the SLM Entities

  
	
  SECTION
  18

  	
   

  	
  Payment
  of Expenses and Taxes

  
	
  SECTION
  19

  	
   

  	
  Communications
  and Notices

  
	
  SECTION
  20

  	
   

  	
  Legislative
  Changes

  
	
  SECTION
  21

  	
   

  	
  Termination

  
	
  SECTION
  22

  	
   

  	
  Privacy
  Provisions

  
	
  SECTION
  23

  	
   

  	
  Other
  Provisions

  
	
  SECTION
  24

  	
   

  	
  Definitions

  
	
  SECTION
  25

  	
   

  	
  Trustee
  Provisions

  
	
   

  	 

	
  ATTACHMENTS

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  ATTACHMENT
  AA

  	
   

  	
  E-Sign
  Documentation Requirements

  	 

	
  ATTACHMENT
  A

  	
   

  	
  Schedule
  of Fees

  	 

	
  ATTACHMENT
  B

  	
   

  	
  Officer’s
  Certificate of Trustee

  	 

	
  ATTACHMENT
  B-l

  	
   

  	
  Officer’s
  Certificate of School

  	 

	
  ATTACHMENT
  C

  	
   

  	
  Bill
  of Sale

  	 

	
  ATTACHMENT
  D

  	
   

  	
  Representations
  and Warranties With Respect to Loans

  	 

	
  ATTACHMENT
  E-l

  	
   

  	
  Blanket
  Endorsement

  	 

	
  ATTACHMENT
  E-2

  	
   

  	
  Power
  of Attorney

  	 

	
  ATTACHMENT
  F

  	
   

  	
  Master
  Participation Certificate

  	 

	
  ATTACHMENT
  G

  	
   

  	
  Performance
  Guarantee

  	 

						



 


1

















 


PART
I - LOAN ORIGINATION AND LOAN SERVICING 


 


SECTION 1          LOAN
ORIGINATION


 


Sallie Mae will process student loan
applications and originate student loans on behalf of the Trustee and the
School according to the requirements of the Higher Education Act of 1965 as
amended (the Act) and any related Regulations. Sallie Mae will continue this
origination process until termination of such obligation under Section 21. In
addition, all parties agree to the following:


 


Applications to be Processed


 


Sallie Mae will only be required to process
completed applications from graduate and professional school students who
attend Walden University, Inc.


 


Procedures for Processing Applications


 


Sallie Mae will review all applications sent
to it on behalf of the Trustee and the School for completeness and the
requirements the Guarantor has specified. Sallie
Mae will send properly completed applications to the Guarantor for approval,
unless the Guarantor has waived this requirement through the issuance of a
certificate of blanket guaranty. If an application is not completed properly,
Sallie Mae will try to contact the applicant by telephone or in writing to
complete it properly, using its standard procedures.


 


If the application is not corrected or
resubmitted properly within 90 days after the end of the loan period, Sallie
Mae will terminate the application on its system.


 


Disbursing Loans


 


Sallie Mae will disburse Loan
proceeds when an application is approved by the Guarantor, unless the Guarantor
has authorized earlier disbursement of proceeds through a certificate of
blanket guaranty.


 


One business day prior to each scheduled
disbursement date, Sallie Mae will report to the School, by means of a request
register, the Loans that that are to be disbursed on


 


1

















 


the particular disbursement date. Funds will be
advanced to the School pursuant to the terms of the Financing Agreement. Sallie Mae will then draw funds for
these Loans from the School’s designated funding bank account, and will
transmit funds to the School’s designated financial aid account by EFT in accordance with the requirements of the Guarantor or Disbursement Agent. 
Insurance premiums, if any, on a Loan will also be obtained
from the School’s designated funding bank account and will be transmitted to
the Guarantor.  The School hereby grants
Sallie Mae a power of attorney to initiate a debit entry to its funding bank
account in order to fund all loan disbursements and other payments that Sallie
Mae makes on behalf of the Trustee, and the School agrees to sign a confirming
written authorization in a form reasonably provided by Sallie Mae.  Refunded insurance premiums that Sallie Mae
receives will be credited to a bank account maintained by Sallie Mae, for
further credit to the School (or to the holder of the applicable Participation Interests, as appropriate).


 


Sallie Mae will provide the School with detailed
reconciliation information to support all draws that it makes on the School’s
bank account.


 


If
Sallie Mae learns that a Disbursement Agent requires that the Trustee enter
into agreements with it, Sallie Mae will notify the School.  The School agrees to cause the Trustee to
enter into such required agreements if reasonable and to give Sallie Mae copies
when signed.  If the School learns that
the School has become ineligible for EFT disbursements, or if any of the
agreements either party has entered into with any Guarantor or Disbursement
Agent has been terminated, such party must notify Sallie Mae in writing
immediately. If any party wants Sallie Mae to stop EFT disbursements to the
School or to change the method of origination, such party also must notify
Sallie Mae in writing.  Sallie Mae will
process such change as promptly as possible.


 


2

















 


The
School is responsible for paying all fees charged by a Disbursement Agent in
connection with disbursement of Loan proceeds by EFT.


 


Sallie
Mae will send a disbursement roster to the School containing the information
required by the Act and Guarantor, and will also send the Trustee, if it so
requests, a copy of the portion of the disbursement roster that lists
information for the Trustee’s Borrowers. 
If the Trustee or the School wants Sallie Mae to send the disbursement
roster by overnight delivery method, Sallie Mae may charge the School for the
cost of such delivery.  In accordance
with the Act and Regulations, the School will be responsible for obtaining the
Borrower’s authorization for the release of Loan proceeds.


 


For
Loans that the School wants to be originated or disbursed using services
offered by a Disbursement Agent, Sallie Mae will inform the School whether it
is capable of using such Disbursement Agent’s services and which of the duties
and responsibilities that Sallie Mae would normally perform will instead be
performed by such Disbursement Agent. 
The Trustee and the School acknowledge that Sallie Mae may use as the
disbursement date for such Loans the date that funds were provided (or were
scheduled to be provided) to the Disbursement Agent and that Sallie Mae will
treat such Loans for all purposes as having been disbursed by EFT, unless
either (i) the Guarantor or the Secretary otherwise directs or (ii) Sallie Mae
concludes that the Act or Regulations otherwise require.  The Trustee and the School acknowledge that
the services offered by a Disbursement Agent may alter or diminish Sallie Mae’s
origination, administrative, and servicing duties and responsibilities under
this Agreement, in which event Sallie Mae will have no responsibility or
liability for performing the services that are to be performed by such
Disbursement Agent.  If a Guarantor
notifies Sallie Mae that such Guarantor will be taking over any or all of


 


3

















 


the
origination or disbursement services that Sallie Mae would normally perform
(including, without limitation, retention of the promissory notes), Sallie Mae
may allow the Guarantor to perform such services, in which case Sallie Mae will
no longer have responsibility or liability for such services.


 


Use of Internet-Based
Origination and Disbursement Services


 


The Trustee and the School hereby authorize Sallie
Mae to process Loan applications through Sallie Mae’s Internet-based loan origination
and disbursement service, and to originate such student loans through such
Internet-based loan origination and disbursement service on behalf of the
Trustee. Sallie Mae will continue to originate Loan applications that it
receives through such method until the earlier of (i) the date Sallie Mae stops
offering Internet-based origination services to schools and lenders, (ii) the
date Part I of the Agreement is terminated, or (iii) a date that is 60 days
after Sallie Mae receives written notice from the Trustee or the School
directing Sallie Mae to stop originating through such Internet-based
disbursement service.  Any such
termination shall only be applicable with respect to loans that Sallie Mae has
not yet begun to process as of the effective date of such termination.  The Trustee and the School acknowledge that
all features and functions of Sallie Mae’s Internet-based origination and
disbursement service are the property of Sallie Mae and/or its affiliates,
and each waives any claim of ownership with respect thereto.  Both the Trustee and the School agree to take
appropriate security measures to protect the security of passwords, to monitor
its staff, including but not limited to those persons designated as the primary
and secondary contacts, for unauthorized use of such product, and to restrict
passwords and access to such product to the appropriate staff. Both the Trustee
and the School agree that use of such product shall be limited to authorized
employees and that in no event shall they take action to permit a third


 


4

















 


party to use such product.


 


SALLIE MAE’S INTERNET-BASED ORIGINATION SERVICE INCLUDES FUNCTIONS AND
INFORMATION THAT ARE SUBJECT TO CHANGE WITHOUT NOTICE. SALLIE MAE WANTS THE
FUNCTIONS AND INFORMATION TO BE AS UP-TO-DATE AND ACCURATE AS POSSIBLE, BUT
SALLIE MAE CANNOT GUARANTEE, AND SALLIE MAE EXPRESSLY DOES NOT WARRANT, THAT
THE INFORMATION ANY USER MAY OBTAIN PROM SALLIE MAE’S INTERNET SITE IS
ERROR-FREE OR THAT THE USER’S ACCESS TO SUCH INTERNET SITE WILL BE
UNINTERRUPTED, OR THAT MATERIAL ACCESSIBLE FROM THIS SITE IS FREE OF VIRUSES.


 


Additional Provisions Regarding E-Signed Loans


 


The Trustee and the School agree promptly to provide
Sallie Mae with copies of all agreements between either of them and any
entities relating to E-sign processes
offered by other entities.


 


With respect to all applications for Loans that are
E-Signed through E-Sign processes other than Sallie Mae’s, Sallie Mae shall
have no responsibility for performing the application review or other
obligations set forth in the “Applications to be Processed” or “Procedures for
Processing Applications” provisions of this Section 1.   Both the Trustee and the School acknowledge
that the entity offering such E-Sign process may elect to retain the promissory
notes relating to E-Signed Loans, in which case Sallie Mae will have no
responsibility for obtaining or retaining such promissory notes. Additionally,
Sallie Mae’s obligations with respect to disbursement of such Loans, as set
forth in the “Disbursing Loans” provisions of this Section 1, and ECFC’S
obligations to purchase such Loans, are modified to provide that Sallie Mae may
decline to disburse and/or service such E-Signed Loans, and ECFC may decline to
purchase such E-Signed Loans {and Participation Interests in such Loans) unless
(i) the Trustee or the School provides Sallie Mae with the information and
documentation set forth in Attachment AA hereto and {ii} Sallie Mae
confirms that disbursing and/or servicing such E-Signed Loans will not require
any system changes, additional costs, or manual processes on Sallie Mae’s
behalf.  The School hereby agrees to cause
the entity offering such E-Sign process to deliver the information and
documentation set forth in Attachment AA to


 


5

















 


Sallie Mae prior to disbursement and/or
servicing of such Loans, and at any time thereafter promptly upon Sallie Mae’s
or ECFC’s request.  The Trustee and the
School also agree that if Sallie Mae does consent to disburse and/or service
such E-Signed Loans, or if ECFC does consent to purchase such E-Signed Loans
(and Participation Interests in such Loans), neither of such parties is thereby
acknowledging or opining as to the sufficiency of any such documentation or as
to the E-Sign process itself, nor is ECFC waiving any of its rights to reject
or to require repurchase of such E-Signed Loans pursuant to the other
provisions of this Agreement.  The
Trustee and the School further acknowledge that any such consent to disburse,
service, and/or purchase E-Signed Loans (or Participation Interests therein)
will be limited to specific schools designated in writing by Sallie Mae and
ECFC.


 


For Loans originated using the Sallie Mae E-Sign
process, Sallie Mae will remain responsible to comply with the Act,
Regulations, and applicable federal law in originating and servicing the
Trustee’s Loans, and Sallie Mae will remain liable, upon the terms set forth in
Section 7 of this Agreement, for its violations of such laws and regulations.
Additionally, the Loans that are originated through the Sallie Mae E-Sign
process will remain Eligible Loans if
(i) they fail to satisfy the criteria set forth in that definition due to
Sallie Mae’s failure to originate or service such Loans in accordance with the
Act, Regulations, or applicable federal law, or (ii) they are determined by a
court to be legally unenforceable based solely on the failure of the Sallie Mae
E-Sign process to comply with the requirements of the Act or the Electronic
Signatures in Global and National Commerce Act. 
In no event, however, will Sallie Mae or ECFC be liable due to fraud or
forgery by the individual who manually or electronically signed the promissory
note, or if such individual is not the actual Borrower of the Loan.


 


6

















 


Advances


 


Sallie
Mae may advance funds on the School’s behalf if sufficient funds are not in the
School’s funding bank account on
the day Sallie Mae attempts to draw from such account. The Trustee and the
School agree that such advances will benefit their student loan program, and
the School agrees to repay the entire amount of such advances, when Sallie Mae
requests repayment.  Unless the failure
to have sufficient funds in the funding bank account is due to an error by
Sallie Mae under this Agreement or under the Financing Agreement, Sallie Mae
may charge the School interest at the Prime
Rate on the amounts advanced.


 


Loan Cancellation


 


If
a Loan or a disbursement is cancelled, Sallie Mae will attempt to obtain the
return of the disbursed funds for each Cancelled
Loan of which it knows so that Sallie Mae can process a
cancellation.  If Loan funds are returned
by the School or by a Guarantor directly to the Trustee or the School, or if
either the Trustee or the School learns that the Loan should be cancelled, such
party must notify Sallie Mae so that Sallie Mae can process a cancellation.


 


Subcontracts


 


The
Trustee and the School each acknowledges that Sallie Mae may subcontract with
third parties to perform some or all of the origination and/or servicing
activities that Sallie Mae is to perform under this Agreement. Notwithstanding
any such subcontracting, Sallie Mae will remain liable, to the extent set forth
in this Agreement, for all such origination and/or servicing activities that
are performed by subcontractors employed by Sallie Mae.


 


Effect of Termination


 


When
Sallie Mae’s origination obligations are terminated under Section 21, Sallie
Mae will no longer have an obligation to process additional applications and
disburse Loans, but Sallie Mae will continue to process applications in its
possession at that time. If this Agreement is terminated because of an Insolvency Event, Sallie Mae may cease
processing applications and disbursing all


 


7

















 


Loans immediately.  See Section
21 for additional effects of termination.


 


SECTION 2          INTENTIONALLY
OMITTED


 


SECTION 3          SALLIE
MAE’S SERVICING RESPONSIBILITIES


 


Sallie Mae will service all of the Loans Sallie Mae originated for the Trustee until each
Loan is either purchased or
rejected for purchase under Part II
of this Agreement.


 


Sallie Mae’s servicing and origination
responsibilities will begin immediately after Sallie Mae receives a signed copy
of this Agreement from the Trustee and the School. If it is a renewal, these
responsibilities begin on the Effective Date.  Sallie Mae’s responsibilities will be limited
to the following:


 


Compliance


 


Sallie
Mae will service all Loans in accordance with the Act and Regulations.


 


Inquiries and Reports


 


Sallie Mae will respond promptly to any inquiries from the Borrower,
the Guarantor, the Secretary, or
the Borrower’s School regarding Loans Sallie Mae is servicing hereunder. Sallie
Mae will also file, or prepare for the School to file, all reports, claims, and
billing statements for those Loans required by the Guarantor or the Secretary.
Sallie Mae will prepare and file the Trustee’s LARS
Form 799 on its behalf. Sallie Mae will make available to the School
and the Trustee copies of these reports, claims and billing statements at their
request. However, the School will be responsible for paying Sallie Mae’s
then-standard fee to receive a copy of the annual Lender Audit Report on
Management’s Assertions on Compliance with Specified Federal Education Loan
Program Requirements (“Lender Audit”) that is required by the Secretary.


 


Sallie Mae will also provide the School with
Sallie Mae’s standard reports for lenders generated by Sallie Mae’s system.
Sallie Mae


 


8

















 


may
impose a fee for providing non-standard reports the School or the Trustee may
request.


 


Loan Payments


 


Sallie
Mae will process all Loan payments from the Borrowers, the Guarantor, and the
Secretary that Sallie Mae receives. 
Sallie Mae will deposit these payments and transfer funds to ECFC’s bank
account (as the owner of the Participation Interests in the Loans).


 


SECTION 4          SCHOOL’S
ADDITIONAL RESPONSIBILITIES FOR LOAN ORIGINATION AND SERVICING


 


Application Packages


 


The
School agrees to prepare and distribute application packages in a form
reasonably acceptable to Sallie Mae that complies with the Act and the
Regulations.


 


Forwarding Communications and Payments


 


If
the School or the Trustee receives any communications or payments on a Loan
that Sallie Mae is servicing for either of them, such party agrees to forward
the communication or the payment to Sallie Mae within 5 business days.


 


Power of Attorney


 


By
signing this Agreement, the Trustee and the School each grants Sallie Mae the
authority to act as its agent and attorney-in-fact for originating or servicing
Loans. Sallie Mae’s powers under this provision do not include the right to
waive strict compliance with the terms of the Loan by the Borrower.  The Trustee and the School each agrees to
execute a specific power-of-attorney if required by the Guarantor or the
Secretary.


 


Inquiries


 


The
Trustee and the School each agrees to cooperate with Sallie Mae, as necessary,
to respond promptly to inquiries concerning Loans.


 


Guarantor Agreements


 


The
Trustee and the School each agrees to furnish Sallie Mae with copies of all
agreements between such party and the Guarantor that affect the Loans that
Sallie Mae originates or services hereunder.


 


9

















 


Changes Necessitated by the Trustee or the School


 


The
School agrees to pay Sallie Mae’s reasonable charges for implementing any
systems or procedural changes that Sallie Mae may agree to undertake that are
necessitated by the Trustee’s or the School’s participation in any program that
requires non-standard origination or servicing activities on Sallie Mae’s
part.  Before undertaking any such
changes, however, for which Sallie Mae intends to invoice the School, Sallie
Mae will provide the School with an estimate of the charges, and Sallie Mae will
not proceed with the changes until the School agrees to the charges.


 


Limitation on Education Lending Activities


 


The
School agrees that during the entire Commitment Period,
neither it nor any parent, subsidiary, or affiliate, will (i) own any education
loan made to a graduate student made under the Act in any manner, whether
legally or beneficially or as an eligible lender trustee for a third party,
other than through ownership of legal title in the name of the Trustee for the
benefit of the School, or (ii) originate, disburse, or market education loans
that are to be made to graduate students under the Act as an eligible lender
trustee for a third party, or through any other marketing arrangements or other
structure, or consent to the use of the School’s name by other entities for the
purpose of marketing education loans that are to be made to graduate students
under the Act.


 


SECTION 5          COMPENSATION TO SALLIE MAE


 


Basic fees


 


Upon
receipt of a monthly itemized bill from Sallie Mae, the School agrees to pay
Sallie Mae the fees listed in Attachment A until the end of the Commitment
Period.


 


Fees After the Commitment Period


 


After
the end of the Commitment Period, the School will remit to Sallie Mae, on a
monthly basis, origination and servicing fees which will be at a rate equal to
the fees charged immediately prior to the end of the


 


10

















 


Commitment Period. Sallie Mae also retains the right
to increase such fees on each anniversary of the expiration of the Commitment
Period by 5% of the then-applicable fees.


 


Linkage Fees


 


Sallie Mae will advise the School prior to using any
electronic linkage with a Guarantor for which a fee is charged.  If the School or the Trustee elects to use
this linkage, the School will reimburse Sallie Mae for any fees Sallie Mae
incurs for use of that linkage on the School’s behalf.


 


Late Fee


 


If any bill is not paid within 30 days, the School
agrees to pay a late fee of 1.5% for each month or part of a month it is late
with its payment.


 


SECTION 6         RIGHT OF INSPECTION


 


The Trustee and the School, or any governmental
agency having authority over either such party’s business, may examine or audit
Sallie Mae’s books and records for origination and servicing of the Loans.  To the extent feasible, the party requesting
such examination agrees to give Sallie Mae at least 10 business days’ notice of
such examination or audit, it being agreed that if fewer than 10 business days’
notice is given, Sallie Mae may not be able to schedule the availability of the
necessary personnel to enable the audit to be performed in the most efficient
manner.  Additionally, the party
requesting such audit agrees to schedule it during normal business hours, and
to reimburse Sallie Mae in an amount Sallie Mae reasonably determines with
respect to the costs of Sallie Mae’s personnel, computer equipment, and
facilities.


 


SECTION 7          ALLOCATION
OF LIABILITIES


 


Standard of Conduct


 


All parties agree to perform their respective
obligations in Part I of this Agreement without negligence.


 


11

















 


Limits on
Sallie Mae’s and ECFC’s Liability


 


A
Loan is still an Eligible Loan if it fails to meet the criteria for an Eligible
Loan solely because of an act or omission by Sallie Mae in originating or
servicing the Loan that constitutes a breach of Sallie Mae’s obligations under
this Agreement.


 


In
addition to ECFC’s agreement to buy each such Loan, the maximum money damages
Sallie Mae and/or ECFC will pay to the Trustee or the School due to any breach
of Part I or Part II of this Agreement will be 0.5% of the total Principal Balance
of all Loans serviced under this Agreement as of the date of the breach.


 


In
no event will Sallie Mae or ECFC have liability for any of the following:


 


•              damages
arising from violations of state law;


 


•              indirect,
consequential, exemplary, special, or punitive damages;


 


•              losses
arising from electronic data transmission problems in connection with either
such party’s actions on behalf of the Trustee or the School;


 


•              the
Guarantor’s or Disbursement Agent’s failure to perform;


 


•              any wrongful act or omission of
the Trustee, the School, their employees or agents, or any other person or
entity or its employees or agents (other than an SLM Entity or its employees or
agents), such as the failure of such person or entity to comply with
requirements of a Guarantor or the Secretary;


 


•              any failure of any third party to maintain
an audit trail of funds or records proving proper disbursement or proper
crediting of the Borrower’s account;


 


12

















 


•              incorrect information from schools or Borrowers; or


 


•              any errors, breaches or delays
that arise from acts of God, equipment or similar failure or other
circumstances beyond Sallie Mae’s or ECFC’s control.


 


No
provision of this Agreement will alter or limit any joint or several liability
any party may have to the Secretary pursuant to 34 C.F.R. 682.413.


 


SECTION 8          RELATIONSHIP
OF PARTIES


 


Sallie Mae is an independent contractor acting as
agent for the Trustee and the School only for the services specifically
described in this Agreement.  This
Agreement is not a joint venture or partnership between or among the
Trustee, the School, Sallie Mae, and/or ECFC.


 


PART II - LOAN SALES 


 


SECTION 9          SALES GENERALLY


 


Future Required Sales


 


The Trustee and the School agree to sell to ECFC on
the following schedule all Eligible Loans owned by or for the benefit of the
School during the Commitment Period:


 


	
  Loan Type

  	
   

  	
  Selection Criteria for Next Sale Date

  	
   

  	
  Sale Date Frequency*

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stafford Loans

  	
   

  	
  All within 60-90 days

  	
   

  	
   

  
	
  Monthly

  	
   

  	
  of full disbursement

  	
   

  	
   

  
	
  Retroactive

  	
   

  	
  All

  	
   

  	
  Monthly

  
	
  Separation Loan

  	
   

  	
   

  	
   

  	
   

  
	
  (all Loan Types)

  	
   

  	
   

  	
   

  	
   

  



 






*The sale date will be specified
by ECFC.


 


13

















 


The
Trustee and the School also agree to offer to ECFC on this sales schedule, even
after the Commitment Period has ended, (i) any Eligible Loans that were
originated or serviced at any time by Sallie Mae or its affiliates, (ii) any
Eligible Loans that were financed in whole or in part by Sallie Mae or any of
its affiliates, and (iii) all Serial Loans.
Subject to the remaining terms of this Agreement, ECFC agrees to buy the
Eligible Loans that are offered.


 


Simultaneous Sales of Associated Stafford
Loans


 


Without
regard to the sales schedule, all Unsubsidized
Stafford Loans and subsidized
Stafford Loans of the same Borrower made on the same loan application shall be
offered for sale to ECFC at the same time.


 


Procedures for Required Loan Sales


 


At
least ten business days before the next scheduled sale date, Sallie Mae will
send the School a list of Loans that Sallie Mae is servicing hereunder that are
to be included in the next scheduled sale. 
Unless Sallie Mae is notified otherwise in writing within 5 business
days of receiving such list, the Trustee and the School will have authorized
the sale of those Loans.


 


Master Promissory Note Provisions


 


If
any Loans that are to be sold under this Agreement were made under a Master Promissory Note, the Trustee or the
School will indicate on the Bill of Sale whether or not the sale of such Loans
includes or excludes an assignment of the right to offer future Loans under
such Master Promissory Note.  If the
Trustee reserves to itself the right to offer future Loans, such right is not
assignable except to (i) the surviving entity following a merger or acquisition
of the Trustee or (ii) the purchaser of any such future loans (but ECFC does
not waive any obligation of the Trustee or the School to sell ECFC Loans under
the Agreement).  Unless ECFC otherwise
agrees in writing, the Trustee or the School will deliver to ECFC the original
of the Master Promissory Note at the time of sale in accordance with the provisions
of this Agreement.  If the original of
the Master Promissory Note is not delivered at the time


 


14

















 


of
sale, then the Trustee or the School will require the holder of the Master
Promissory Note to indicate by entry on its books and records that the owner of
the Loans is ECFC.


 


SECTION 10        PARTICIPATION
IN LOANS; PAYMENT OF PURCHASE PRICE PAYMENT AMOUNT


 


Settlement of Purchase Price Payment Amount


 


ECFC
will follow these steps to pay the School the Purchase
Price Payment Amount for the
Loans:


 


Conveyance of Participation Interests


 


The
Trustee and the School hereby offer, and ECFC hereby accepts, on the terms set
forth in this Section 10, an undivided 100.00% Participation
Interest in each disbursement of Loans satisfying the following
criteria: (i) they must otherwise qualify as Eligible Loans (but for their
failure to be fully disbursed), (ii) they must be originated and serviced by
Sallie Mae, and be obligated to be sold to ECFC, under this Agreement, (iii)
they must be originated in the Trustee’s name as trustee for the School, and
(iv) they must be made in connection with attendance at an educational
institution for which the Institutional Default  Rate is
less than 25%.


 


The
conveyance of the Participation Interest in each such disbursement shall be
effective on the date of disbursement. 
As a result, all parties recognize that ECFC is entitled to all
beneficial rights with respect to each such disbursement effective on the date
of disbursement.


 


The
parties agree that the sale of the Participation Interests constitutes a sale
of all beneficial rights in the disbursements of the Participated
Loans.  Accordingly, ECFC shall be
entitled to receive all refunds, cancellations, Special
Allowance payments, and interest payments relating to such
Participated Loans.


 


ECFC
shall pay the Disbursement Payment to
the School on the date the particular disbursement of each such Loan is made.
If, however, there are Advances outstanding under


 


15

















 


the
Financing Agreement, ECFC will instead make the Disbursement Payments to Sallie
Mae on the same day on which the purchase of the Participation Interests is
effective, so that the outstanding Advances under the Financing Agreement are
repaid on behalf of the School on such date.


 


Sallie
Mae shall maintain an updated Master List, which
will be available for the Trustee’s and the School’s inspection and will be
deemed an exhibit to the Master Participation
Certificate, of disbursements and Loans with respect to which ECFC
has purchased a Participation Interest. Sallie Mae shall have no obligation to
review any documents, records, or books with respect to the Loans prior to
purchase of the Participation Interests.


 


Notwithstanding
any other language set forth in Section 9 of
the Agreement, and notwithstanding the expiration of the Commitment Period, the
Trustee and the School each expressly agrees that such party will remain
obligated to sell to ECFC all Loans (and Participation Interests in all
subsequent disbursements of such Loans) in which ECFC has purchased a
Participation Interest.  In return, ECFC
will be obligated to purchase Participation Interests in all disbursements of
all such Loans that satisfy the Eligible Loan criteria, for the Disbursement
Payments (and Purchase Price Payment Amount) described herein.


 


The
parties agree that the Purchase Price Payment Amount is repayable to ECFC in
every circumstance in which a repurchase is required under the terms of this
Agreement.


 


Monthly Payment of the Purchase Price Payment Amount


 


As
promptly as possible following the end of each calendar month during which ECFC
purchased a Participation Interest in Loans hereunder, Sallie Mae will
determine the amount by which (i) the Purchase Price Payment
Amount with respect to all disbursements
in which ECFC purchased a Participation Interest in the prior month,


 


16

















 


exceeds
(ii) the aggregate original Principal Balance of the same disbursements.  ECFC will pay the School this amount, after
first deducting (i) the Purchase Price Payment Amount attributable to any
Participation Interests that ECFC previously purchased from the School relating
to Cancelled Loans (to the extent such amounts were not already reconciled in
any prior month), and (ii) any other amounts you owe ECFC, provided such other
amounts have been previously disclosed to you, and ECFC will pay you the
Purchase Price net of such amounts. The parties recognize that as a result of this
reconciliation process, ECFC will retain any and all payments the Secretary
makes to the Trustee or the School on the LARS Form 799.


 


LARS Form 799 Preparation and Filing


 


Sallie
Mae will complete the Trustee’s LARS Form 799 for the OE number it uses to
originate Loans pursuant to this Agreement, and Sallie Mae will file it on
behalf of the Trustee and the School. At the time a respective LARS Form 799
filing is sent to the Secretary, Sallie Mae will provide the Trustee and the
School with a copy.


 


All
such LARS Form 799 filings shall reflect that payments by the Secretary are to
be made to Sallie Mae, as the servicer, and the Trustee and the School each
hereby directs Sallie Mae to forward such payments, in turn, to ECFC.  ECFC will be entitled to retain all such LARS
Form 799 payments from the Secretary that accrue from the date of disbursement
with respect to the Loans, and with respect to all Loans in which ECFC
purchases a Participation Interest, ECFC will be responsible for paying all
amounts owed pursuant to LARS Form 799 with respect to such Loans, including
without limitation (i) the Secretary’s Lender Fee, (ii) any portion of the
origination fee that is chargeable to the Borrower by a lender under section
438 (c) of the Act (and any similar provision of the Act that is hereafter
enacted) but that is waived by the School (on its own or through the Trustee),
and (iii) any other fee that is charged to the School or the Trustee by the


 


17

















 


Secretary on LARS Form 799.


 


If
either of the Trustee or the School was originating loans prior to the
Effective Date, such party acknowledges that ECFC is not responsible for the
payment of any of the fees or charges associated with such prior loans, and
such party agrees that if ECFC pays or is charged such amounts pursuant to any
such LARS Form 799 filing, such party will repay such amounts to ECFC promptly
following receipt of an invoice.


 


Serial Loans After the Expiration of The Commitment
Period


 


The
Trustee and the School each hereby reaffirms its obligation to sell ECFC, on
the terms (including Sales Schedule and purchase terms) set forth in this
Agreement, and even after the Commitment Period expires, all Serial Loans that such
party makes (either legally or beneficially). 
In return for such continuing obligation to sell, ECFC agrees to
continue to purchase Participation Interests in, and to pay the School the
Purchase Price Payment Amounts set forth in this Agreement with respect to,
Serial Loans made after the Commitment Period ends.  With respect to all Serial Loans that are
originated or serviced by a servicer other than Sallie Mae, the School agrees
to provide all information that is reasonably necessary (i) to effect the
purchase of the Participation Interests in such Serial Loans and (ii) to
properly allocate earnings and payments with respect to such Serial Loans.


 


Representations and Warranties of the Trustee and the
School on Sale of Participation Interests


 


Upon
the sale of Participation Interests to ECFC, the Trustee will be deemed to make
the identical representations and warranties that it makes upon the sale of
Loans to ECFC, all as set forth in Attachment D to this Agreement, except that
the Trustee will not be deemed in breach of the warranty of title (either upon
sale of the Participation Interests or upon sale of the legal title to the
Loans) solely because it has encumbered title to the Loans by previously
selling to ECFC a Participation Interest in such Loans. The Trustee and the
School also make the following additional covenants,


 


18

















 


representations,
and warranties upon the sale of the Participation Interests:


 


(1)           The Trustee will retain legal title of record to each
Participated Loan (and all promissory notes) in trust for ECFC (to the extent
of ECFC’s Participation Interest in such Loans) until the conveyance to ECFC of
legal title to such Loan, and the Trustee or the School shall retain, or cause
the servicer(s) to retain, the Loan files with respect to such Loans in trust
only for the purposes of making subsequent disbursements, if any, on such
Loans, and servicing and supervising the servicing of each Loan.


 


(2)           The School will fund and otherwise make the second and all
requested subsequent disbursements on all Participated Loans. In the event the
School fails to make any such subsequent disbursements on Participated Loans,
ECFC may advance to the School the funds necessary to make such subsequent disbursements,
in which case such sums will be treated as advances pursuant to the “Advances”
provisions of Section 1 of this Agreement (and will be repayable as such, with
interest as provided in such Section).


 


(3)           The School will continue to have all Participated Loans
serviced in compliance with the Act and Regulations until conveyance to ECFC of
legal title to such Loans, in accordance with their normal practices with respect
to loans owned for their own account, and will not modify the terms of any Loan
or any guarantee with respect to any Participated Loans.


 


(4)           The Trustee and the School shall receive
and hold in trust for ECFC’s benefit, to the extent of ECFC’s Participation Interests,
all funds that the Trustee or the School receives on or in connection with each
such Participated Loan (whether through Borrower payments or LARS Form 799
payments from the Secretary), as well as all other rights arising out of the
Participated Loans. The Trustee and the School hereby direct ECFC


 


19

















 


and
Sallie Mae to pay directly to ECFC the share of all such funds received with
respect to such Participated Loans, and the Trustee and the School hereby grant
ECFC and Sallie Mae a limited power of attorney for the purpose of taking all
actions necessary to effectuate the foregoing. If the Trustee or the School receives such funds, such party
will promptly remit to Sallie Mae ECFC’s share of all funds received with
respect to such Participated Loans.


 


(5)           The School shall maintain books and records
for the Participated Loans that shall be clearly marked to reflect ECFC’s
ownership of the Participation Interests in the Participated Loans.


 


(6)           The School will, in compliance with the Act
and Regulations, cause to be performed such other customary duties, furnished
such other reports, and executed such other documents in connection with the Participated
Loans as Sallie Mae from time to time may reasonably require.


 


All
parties agree that the representations and warranties set forth in this Section 10 shall survive the
sale of the Participation Interests to ECFC and the subsequent conveyance to
ECFC of legal title to the Participated Loans.


 


Security Interest in Participated Loans


 


(1)  The Trustee and the School hereby grant ECFC
a security interest in all of their right, title, and interest in, to, and
under (i) each Participated Loan (including each of the Loan documents
evidencing or providing for such Participated Loan and any guarantee,
collateral, or other similar support therefor), and (ii) all proceeds thereof
(collectively, the “Collateral”) as collateral security for their obligations
to ECFC under this Section 10 (including, without limitation, the costs and
expenses of any realization on the Collateral). 
ECFC agrees that the lien on and security interest in each Participated
Loan and the Collateral shall be subordinate in all respects to the


 


20

















 


lien
and security interest of Sallie Mae in each such Participated Loan pursuant to
the Financing Agreement.


 


(2)           The Trustee and the School each agrees
that, prior to or concurrently with the effectiveness of the first sale and purchase
of a Participation Interest under this Agreement, such party will permit ECFC to
file, at the cost and expense of the School, such financing statements and
other notices of security interest in such offices as ECFC requests to perfect
its security interest in the Participated Loans.  If requested, the Trustee and the School each
agrees to execute all such financing statements and other notices of security interest
as ECFC reasonably requests.


 


(3)           Without ECFC’s prior written consent,
neither the Trustee nor the School will grant any security interest in, or file
or suffer to be on file in any jurisdiction any financing statement or other
notice of security interest with respect to, any Participated Loan or the
Collateral, except those in ECFC’s or Sallie Mae’s favor.


 


(4)           Subject to the provisions of subparagraph
(1) above, if the School or the Trustee defaults in the payment or performance
when due of any of such party’s obligations to ECFC under this Section 10, ECFC
shall have all of the rights and remedies with respect to the Collateral of a secured
party under the Uniform Commercial Code as in effect in the applicable jurisdiction,
and such additional rights and remedies to which a secured party is entitled under
the law in effect in the jurisdiction where any such rights and remedies may be
asserted.


 


(5)           Upon the School’s repurchase of all of
ECFC’s Participation Interests in any particular Participated Loan that is
required to be repurchased pursuant to the terms of Section 15 of this
Agreement, the security interest granted in such Participated Loan


 


21

















 


pursuant to this Section 10 shall automatically terminate, and ECFC
shall execute and deliver such termination statements and other notices and
releases of security interest with respect to such Participated Loan as the
Trustee or the School shall reasonable request.


 


Release of Prior
Liens


 


As a part of the process of obtaining the full
execution of this Agreement, the School shall obtain the consent of each of its
respective lenders to provisions by which each lender (i) expressly consents to
the sales to ECFC of
Participation Interests in Loans pursuant to the terms of this Agreement, as it
may be amended from time to time, without the necessity of obtaining from such
lender any further releases of such Loans, and (ii) agrees that its lien in and
to each Loan in which ECFC purchases a Participation Interest shall be deemed
released upon the sale of such Participation Interest to ECFC and the payment
by ECFC pursuant to the terms of this Agreement, without any further action or
filing by such lender.


 


Failure to Sell or Purchase Loans
or Participation Interests in Accordance With Terms of Agreement


 


If (i) the Trustee or the School does not timely
sell ECFC Participation Interests in subsequent disbursements of any Loan in
which ECFC has already purchased a Participation Interest (and with respect to
which ECFC has properly offered to purchase the Participation Interests in the
subsequent disbursements of such Loan), or (ii) the Trustee or the School fails
to make such subsequent disbursements, or (iii) the Trustee or the School does
not timely convey to ECFC legal title to any particular Loan in which ECFC has
purchased the Participation Interests, then the Trustee and the School agree
that in addition to ECFC’s right under Section 15 to require repurchase of the
Participation Interests that ECFC already purchased, the School will remain
liable to ECFC for all damages and costs, including reasonable attorneys’ fees,
incurred in remedying such breach by the Trustee or the School.  Repurchase of such Participation Interests
does not excuse any such breach by the Trustee or the School, and ECFC
expressly


 


22

















 


retains all of ECFC’s remedies at law and in
equity.


 


If ECFC fails to purchase Eligible Loans (or
Participation Interests in subsequent disbursements of Eligible Loans) with
respect to which ECFC has previously purchased a Participation Interest, then
ECFC shall be in breach of this Agreement. 
As the remedy for such breach, ECFC shall be required to (i) purchase
such Eligible Loans (or Participation Interests in subsequent disbursements of
Eligible Loans) on the terms set forth in this Section 10, and (ii) pay to the
Trustee and the School all damages and costs, including reasonable attorneys’
fees, incurred in remedying such breach by ECFC. The School or Trustee shall be
able to enter into alternative arrangements for the sale of such Loans in order
to mitigate any failure or inability on the part of ECFC to purchase the Loans.


 


Method of Payment


 


All payments due from any party will be made by wire
transfer of immediately available funds to the appropriate party.


 


SECTION 11       ADDITIONAL
OBLIGATIONS OF THE PARTIES


 


Officer’s Certificate and Opinion
of Counsel


 


When the Trustee and the School sign and submit this
Agreement, each agrees to include an officer’s certificate in the forms
provided in Attachment B and Attachment B-l, as applicable.


 


Serial Loans


 


The School agrees to use its best efforts to make (or to cause the
Trustee to make) Serial Loans and to sell them to ECFC on the terms (including
sales schedule and Purchase Price Payment Amounts) set forth in this Agreement.
This requirement will continue to apply after the Commitment Period has ended.


 


No Modification of Guarantor
Agreements


 


The
Trustee and the School agree not to modify or amend any agreements with the
Guarantor that would affect the Loans or the insurance on the Loans in any way
without ECFC’s prior written consent. ECFC’s consent is not necessary if
the amendment or


 


23

















 


modification is required by the Act or the Regulations.


 


Sales to Third Parties


 


The
Trustee and the School agree not to sell any Eligible Loan to any third party
during the Commitment Period.  After the
Commitment Period, such parties agree not to sell to any third party any
Eligible Loan that (A) was originated or serviced at any time by Sallie Mae or
its affiliates, or (B) is a Serial Loan, or (C) is a Loan
with respect to which ECFC has purchased a Participation Interest, unless (i)
such Loans were offered for sale to ECFC on the terms set forth in this
Agreement, (ii) ECFC has been given a period of 30 days to review such offer,
and (iii) ECFC has elected not to buy such Loans. Under the Future Required
Sales provisions of Section 9 above, ECFC only has the right to elect not to
buy such Eligible Loans in accordance with Section 14 of this Agreement.


 


SECTION 12        SALES
CONDITIONS AND PROCEDURES


 


The
following conditions and procedures must be fulfilled in all material respects
or ECFC will have no obligation to complete a sale:


 


Compliance


 


The
Trustee and the School each must have fulfilled its respective obligations
under this Agreement.


 


Accuracy of Representations and Warranties


 


All
of the representations and warranties made by the Trustee and the School under
Section 16 and Attachment D of this Agreement must be true.


 


Delivery of Loans


 


If
not already in Sallie Mae’s possession, the School agrees to deliver to Sallie
Mae the notes and other documentation for Loans offered for sale on a schedule
and in a manner Sallie Mae reasonably requests. Except for Loans that are
processed and originated wholly by Sallie Mae on behalf of the Trustee and the
School, the School agrees to bear the risk of loss for the Loans until Sallie
Mae receives them.  Sallie Mae will
provide the School with a written receipt for delivery.


 


24

















 


Sallie
Mae will make a microfilm or computer-imaging record of the documents it
receives. The Trustee and the School agree that this record will be the final
authority used to resolve any dispute over questions about whether a specific
document was received by Sallie Mae unless contrary proof acceptable to Sallie
Mae is provided. Sallie Mae will provide a copy of the record to the Trustee or
the School upon request.


 


Servicing Responsibility


 


The
party servicing the Loans subject to sale will continue to do so until the Cutoff Date. The party servicing the Loans subject to sale
will provide Sallie Mae with all necessary Account
information on these Loans as of the Cutoff Date in the form and on the
schedule Sallie Mae reasonably establishes. The School agrees to ensure that
any third party servicer will comply with these requirements.


 


Bill of Sale


 


The
School and the Trustee will deliver 2 signed copies of a Bill of Sale
in the form of Attachment C for each portfolio of Loans prior to the date of
sale. This Bill of Sale will include a list of the Loans ECFC has agreed to
buy.  The list will have been prepared by
the party servicing the Loans. ECFC will complete its sections of the Bill of
Sale and sign it as of the date of sale.


 


Endorsement of Loans


 


The
Trustee and the School agree to assign their entire interest in the Loans
covered by the Bill of Sale to ECFC. This assignment will typically take one of
these two forms:


 


(1)           a blanket endorsement in the form of Attachment E-l; or


 


(2)           a power of attorney granted to ECFC in the form of
Attachment E-2.


 


If
required by the Guarantor or the Secretary, an authorized officer of each
company may have to endorse each note.


 


 


25

















 


Updated Officer’s Certificate and Opinion of Counsel


 


Upon
the request of Sallie Mae or ECFC, each of the Trustee and the School agrees to
supply a new officer’s certificate  (Attachment B or Attachment B-l) or a new opinion of counsel
covering matters relating to such party’s corporate authority or the enforceability
of this Agreement or the sale documents.


 


SECTION 13        POST-SALE
OBLIGATIONS OP THE PARTIES


 


After
the sale of Loans, the Trustee and the School will be responsible for the
following:


 


Borrower Notification


 


The
Trustee and the School agree to cooperate with Sallie Mae and take any steps
necessary to ensure that the Borrower is properly notified of the sale of his
or her Loan, if required by the Act and Regulations.


 


Forwarding Communications and Payments


 


If
either the Trustee or the School receives any communications or payments with
respect to a Loan that was sold to ECFC, such party agrees to forward the
communication or payment to Sallie Mae within 5 business days.


 


Assistance in Resolving Account Issues


 


The
Trustee and the School agree to provide any assistance to Sallie Mae as Sallie
Mae reasonably requests to resolve any questions or issues raised by the
Borrower, the Guarantor or the Secretary concerning any Loans ECFC has
purchased hereunder.


 


SECTION 14        REJECTION
OF LOANS


 


Grounds for Rejections


 


ECFC
may refuse to buy a Loan (or a
Participation Interest in a Loan) under any one of four conditions:


 


(1)           the Loan does not meet the criteria for being an Eligible
Loan in a material respect or is a Cancelled Loan;


 


(2)           a representation or warranty made with respect to a Loan
is untrue in a material respect;


 


(3)                                  the Loan was E-Signed using a process other
than Sallie Mae’s E-Sign process, and there are reasonable grounds to question
the sufficiency of such E-Sign process, the documentation for such E-Sign


 


26

















 


process, or the documentation for or enforceability of such E-Signed
Loans; or


 


(4)           The Trustee or the School is in
breach of any part of this Agreement in a material respect.


 


A
Loan is still an Eligible Loan if it fails to meet eligibility criteria because
of an act or omission, by Sallie Mae in originating or servicing the Loan for
which Sallie Mae and/or ECFC is liable under Section 7.


 


Procedures for Return of Rejected Loans


 


ECFC’s
and Sallie Mae’s only responsibility with respect to rejected Loans is to
return them to the Trustee or the School, as requested.  Sallie Mae will return them following these
steps:


 


Step 1 


 


Sallie
Mae will package the Loan documents;


 


Step 2


 


ECFC
will re-endorse the note back to the Trustee, if necessary; and


 


Step 3


 


Sallie
Mae will return the note and all related documents that it received by registered
mail or overnight delivery service.


 


Neither
Sallie Mae nor ECFC will be liable to the Trustee or the School for any losses
incurred on rejected Loans except for losses arising from Sallie Mae’s or ECFC’s
gross negligence or willful misconduct in the handling or safekeeping of the
Loans.


 


SECTION 15        THE
SCHOOL’S REPURCHASE OBLIGATION


 


Grounds for Repurchase


 


The
School agrees to cause the Trustee, on behalf of the School, to repurchase (i)
Loans that, in a material respect, are not Eligible Loans as of the date of
sale no matter when the ineligibility is discovered, (ii) Loans that are
Cancelled Loans at the time of sale or become Cancelled Loans after sale to
ECFC, (iii) Loans (and/or Participation Interests) with respect to which ECFC
has purchased a Participation Interest, and either (1) the


 


27

















 


Trustee
fails to sell ECFC the Participation Interests in the subsequent disbursements,
or (2) the Trustee fails to make the subsequent disbursements, and (iv) Loans
that were E-Signed using any E-Sign process other than Sallie Mae’s if (a) the
Trustee and the School fail to provide the information or documentation set
forth in Attachment AA as and when requested or (b) there are reasonable
grounds to question the sufficiency of such E-Sign process, the documentation
for such E-Sign process, or the documentation for or enforceability of such
E-Signed Loans.


 


In
addition, if any of the foregoing circumstances exists with respect to a Loan
prior to the date legal title to the Loan is conveyed, such circumstance shall
entitle ECFC to require repurchase of the Participation Interest(s) in the
affected Loan(s).


 


The
only exception is if a Loan is not an Eligible Loan because of an act or
omission that Sallie Mae made while originating or servicing the Loan for which
Sallie Mae and/or ECFC is liable under Section 7.


 


In
addition to the foregoing repurchase events, the Trustee and the School agree
that the obligation to repurchase a Loan is automatic if one of the following
events occurs as a result of any act, omission, or circumstance existing before
ECFC owns the Loans (unless the event arises solely from an act or omission
Sallie Mae made in originating or servicing the Loan for which Sallie Mae or
ECFC is liable under Section 7), or as a result of any action or omission by
the Trustee or the School after the sale:


 


•                                          a claim for all or part of a guaranty payment
is rejected by the Guarantor or the Secretary and Sallie Mae has failed,
despite diligent efforts, to get the Guarantor or the Secretary to reverse that
rejection;


 


28

















 


•              under the Act or Regulations, a
claim may not be filed on the Loan;


 


•                                          the
information provided at the time of sale concerning the Borrower’s enrollment
status or separation date was inaccurate or inconsistent with the Guarantor’s
records in a material respect;


 


•                                          the
Borrower refuses to pay the Loan by claiming a legal defense (other than infancy)
and a preponderance of the evidence indicates that the Loan is not legally
enforceable; or


 


•                                          any representation or warranty with respect
to the Loan is inaccurate in a material respect.


 


The occurrence of such an event is conclusive proof of such repurchase
obligation.


 


All repurchases will be made within thirty days following a request for
such repurchase.


 


Repurchase Price


 


The repurchase price will be calculated as follows on the date of
repurchase:


 


Repurchase Price =


 


Principal Balance that ECFC used in calculating the Purchase Price
Payment Amount that ECFC paid for such Loans (or Participation Interests, as
applicable), times the original Purchase Price Payment Amount percentage for
such Loans (or Participation Interests, as applicable)


 


Minus


 


any payments of principal that ECFC received on such Loans


 


Plus


 


accrued interest owed by Borrowers on specific Loans as of the date of
repurchase (including interest that was capitalized after ECFC bought such
Loans or Participation Interests, as applicable)


 


Plus


 


amounts ECFC must pay the Secretary


 


29

















 


Plus


 


reasonable expenses ECFC incurred as a direct result of the repurchase


 


Plus


 


any
Special Allowances or interest benefits
ECFC would have received from the Secretary had any specific Loan been an Eligible
Loan throughout the period ECFC owned it or a Participation Interest in such
Loan.


 


Payment
of the repurchase price to ECFC does not limit any other remedy ECFC may have
or liability the Trustee or the School may have under this Agreement.


 


Neither
Sallie Mae nor ECFC will be liable for any losses the Trustee or the School
incurs on repurchased Loans except for losses arising from Sallie Mae’s or ECFC’s
gross negligence or willful misconduct in the handling or safekeeping of the
Loans.


 


Post-Sale Reconciliation When Loan Information is Incorrect


 


If
ECFC learns that the actual Principal Balance of any Loan or Participation
Interest that ECFC purchased hereunder differed from the Principal Balance that
ECFC used to calculate the Purchase Price Payment Amount or any Disbursement
Payment (even if ECFC learns of such fact after the sale), and if such
difference was not already accounted for when ECFC paid the Purchase Price
Payment Amount in any prior month, then the parties shall reconcile that
difference.  In such event, either ECFC
will pay the Trustee, or the School agrees to cause the Trustee to repay ECFC,
as appropriate, an amount equal to the Purchase Price Payment Amount calculated
solely on the amount by which such actual Principal Balance differed from the
Principal Balance on which ECFC originally calculated the Purchase Price
Payment Amount or the Disbursement Payment. 
Similarly, if ECFC learns that the interest accrued on any Loan or
Participation Interest that ECFC purchased hereunder differed from the accrued
interest that ECFC used to calculate the Purchase Price Payment Amount (even if
ECFC learns of such fact after the sale), then ECFC agrees to pay the Trustee,
or the School agrees to cause the Trustee to repay ECFC, as


 


30

















 


appropriate, a sum equal to the amount by which such accrued interest
differed from the accrued interest on which ECFC calculated the Purchase Price
Payment Amount.  If the Trustee or the
School owes funds to ECFC and the Borrower or the Trustee (or the School, in
its capacity as a school) already repaid the amount of the deficiency in the
Principal Balance, then ECFC will apply such repayment as a credit against the
amount owed to ECFC For Cancelled Loans and Loans with respect to which the
School returns any portion of a disbursement, even if ECFC has been repaid the
full Principal Balance, the School still must cause the Trustee to pay ECFC the
Disbursement Payment (if received by it) and the Purchase Price Payment Amount that
ECFC paid for the portion of the Loan (or Participation Interest) that is cancelled
or returned.


 


PART III - GENERAL PROVISIONS


 


SECTION 16        REPRESENTATIONS
AND WARRANTIES OF THE TRUSTEE AND THE SCHOOL


 


Representations Made by the Trustee


 


By signing this Agreement and with respect to each Loan sold to ECFC or
serviced by Sallie Mae, the Trustee represents and warrants (as of the date
hereof and as of the date of each sale of Loans) that the following statements
are true:


 


The Trustee is a national banking association duly created under the
National Banking Act, and is an eligible lender or other qualified holder of
student loans under the Act and Regulations.


 


The Trustee is the sole owner of legal title to the Loans, free and
clear of any liens, claims or encumbrances of any nature.


 


The Trustee has taken all legal and corporate action to permit it to
enter into and perform all of the obligations in this Agreement, including the
sale of Loans to ECFC and the repurchase of Loans.


 


31

















 


There
is nothing in this Agreement that will violate any provision of law or any
contract by which it is bound.


 


The
Trustee does not discriminate on the basis of race, sex, color, creed or
national origin. Further, the Trustee does not require the Borrower to maintain
a bank account or other business relationship with it to qualify for the Loan,
except that the Trustee may require an account or other business relationship
if it is a credit union, savings and loan association, mutual savings bank,
institution of higher education or a depository institution with less than $75
million in deposits.


 


Representations Made by the School


 


By
signing this Agreement, the School represents and warrants that the following
statements are true:


 


Walden
University, Inc. is a for profit corporation duly created and in good standing
under the laws of the State of Florida.


 


The
School has taken all legal and corporate action to permit it to enter into and
perform all of its obligations in this Agreement, including the sale of
beneficial ownership of the Loans to ECFC and the repurchase of Loans.


 


There
is nothing in this Agreement that will violate any provision of law or any
contract by which it is bound.


 


The
School does not discriminate on the basis of race, sex, color, creed or
national origin.


 


Representations With Respect to the Loans and Participation
Interests


 


The
School agrees to make each of the representations and warranties in Attachment
D for each Loan or Participation Interest sold to ECFC, each as of the date of
sale.


 


32

















 


SECTION 17                        REPRESENTATIONS AND
WARRANTIES OF THE SLM ENTITIES


 


Representations and Warranties of Sallie Mae


 


Sallie
Mae represents and warrants that each of the following is true:


 


Sallie
Mae is a corporation duly created and in good standing under the laws of the
State of Delaware.


 


Sallie
Mae has taken all legal and corporate action necessary to permit it to enter
into and perform all of its obligations in this Agreement.


 


There is nothing in this Agreement that will violate any provision of
law or any contract by which Sallie Mae is bound.


 


Representations and Warranties of ECFC


 


ECFC represents and warrants that each of the following is true:


 


ECFC
is a corporation duly created and in good standing under the laws of the State
of Delaware and is an eligible lender or other qualified holder of student
loans under the Act and Regulations.


 


ECFC has taken all legal and corporate action necessary to permit it to
enter into and perform all of its obligations in this Agreement.


 


There
is nothing in this Agreement that will violate any provision of law or any
contract by which ECFC is bound.


 


SECTION 18                        PAYMENT OF EXPENSES AND TAXES


 


Each
party will pay its own expenses arising from or related to this Agreement
unless the Agreement specifies otherwise. 
The School agrees to pay any transfer or other taxes and any filing or
recordation fees that are due upon the sale of Loans or Participation
Interests.


 


33

















 


SECTION 19                        COMMUNICATIONS AND NOTICES


 


Each
party will send all written communications, notices and other correspondence to
each other party at the following addresses:


 


	
  If
  to Sallie Mae, to:

  
	
   

  
	
  Sallie Mae, Inc.

  
	
  11100 USA Parkway

  
	
  Fishers, IN  46037

  
	
  Attention:

  	
  Senior
  Vice President

  
	
   

  	
  Financial Institution Sales

  



 


with
copies to:


 


Sallie Mae, Inc. 


12061 Bluemont Way 


Reston, VA  20190 


Attention:   General Counsel


 


Sallie Mae, Inc. 


12061 Bluemont Way 


Reston, VA  20190 


Attention:   Andrew G. Wachtel


 


If to ECFC, to:


 


20 Hemingway Drive


East Providence, RI  02915


Attention:   President


 


If to the School, to:


 


1001 Fleet Street 


Baltimore, MD  21202 


Attention:   Robert Zentz, General Counsel


 


If to the Trustee, to:


 


Wells Fargo Bank, National Association 


(solely in its capacity as Eligible Lender 


Trustee for Walden University, Inc.) 


7077 Bonneval Road, Suite 400 


Jacksonville, FL  32216


 


Notices to either Sallie Mae or ECFC must be sent to both such
parties.  Any party can


 


34

















 


receive
information somewhere else or have it received by someone else by notifying the
other parties of the change of address in writing.  All parties agree that all communications
will be deemed validly given if sent by registered mail, overnight delivery, or
receipt-confirmed facsimile.


 


SECTION 20                        LEGISLATIVE CHANGES


 


If
changes in the Act, Regulations, or other law make Loans ineligible or impose
any new material adverse economic impact on Sallie Mae or ECFC, Sallie Mae may
refuse to originate and/or service, and ECFC may refuse to purchase, such Loans
under this Agreement, Each of such parties has the option to waive this right.


 


If
changes in the Act, Regulations, or other law produce any material positive
economic impact on us or impose any material adverse economic impact on the School,
then, upon the School’s request, we both agree to negotiate in good faith a new
Purchase Price.  In the event concurrence
cannot be reached on a new Purchase Price, then upon giving us 60 days prior
written notice, the School may terminate this Agreement subject to the effects
of termination as set forth in Section 21.


 


SECTION 21                        TERMINATION


 


Methods of Termination


 


In addition to the method of termination of the “Commitment Period” as
defined in Section 24 of this Agreement, this Agreement can be terminated in
the following ways:


 


Together all parties can mutually agree in writing to terminate all or
any part of this Agreement.


 


Sallie Mae will give the Trustee and the School 60 days’ written notice
if either of such parties breaches any of its obligations in this Agreement.  If such breach is not cured in all material
respects by the end of the 60 days, then Sallie Mae may terminate


 


35

















 


its origination and/or servicing responsibilities, and ECFC may terminate
its purchase responsibilities, under this Agreement.


 


The
Trustee or the School will give Sallie Mae or ECFC 60 days’ written notice if
either of such parties breaches in any material respect any of its obligations
in this Agreement.  If such breach is not
cured in all material respects by the end of the 60 days, then the Trustee and
the School may terminate their Loan sale obligations under this Agreement; provided, however, that in such event the
Trustee and the School will remain obligated to sell to ECFC all Loans that
Sallie Mae processed, originated, or serviced on their behalf, as well as all
Loans in which ECFC had purchased a Participation Interest.  In the event of such termination, Sallie Mae
will have no further obligation to originate or service Loans hereunder, and
will have no obligation to make any further Advances under the Financing
Agreement.


 


The
Trustee and the School may terminate Sallie Mae’s origination services by
giving Sallie Mae 60 days’ written notice. [Termination of origination services
under Part I will not affect the rights and obligations of any party under the
other parts of the Agreement.]


 


Sallie
Mae may terminate its origination and/or servicing responsibilities, and ECFC
may terminate its purchase responsibilities, under this Agreement immediately
if an Insolvency Event occurs.


 


Sallie
Mae may terminate its origination and/or servicing responsibilities, and ECFC
may terminate its purchase responsibilities, under this Agreement upon 30 days’
written notice to the Trustee and the School if for any reason the Secretary
alleges in writing (either formally or informally) (a) that Sallie Mae or ECFC
should be re-characterized as the “lender” of the Loans or (b) that any


 


36

















 


of
the following are in violation of the Act or Regulations (including, without
limitation, the “prohibited inducements” guidelines issued by the Secretary):
(i) Sallie Mae’s agreement to perform origination and servicing functions on
behalf of the Trustee or the School, (ii) ECFC’s agreement to purchase Loans or
Participation Interests under this Agreement, or (iii) all or any part of any
other agreement, contract, indenture, or other instrument between or among the
School, the Trustee, Sallie Mae and/or ECFC, or between the Trustee, the
School, and one of Sallie Mae’s affiliates. If Sallie Mae terminates both the
origination and the servicing functions, then ECFC will, within 30 days
following the effective date of the termination, purchase all of the Eligible
Loans that Sallie Mae originated or is servicing under this Agreement (in which
case the Trustee and the School agree to sell such Loans at such time).  If Sallie Mae terminates only the origination
services, then either (1) Sallie Mae will continue to service the Loans that
Sallie Mae originated or is servicing hereunder until such Loans are purchased
by ECFC under the normal sales schedule set forth in Section 9, or (2) ECFC
will purchase all of the Eligible Loans that Sallie Mae has originated or is
servicing under this Agreement within 30 days following the effective date of
the termination of such origination services (in which case the Trustee and the
School agree to sell such Loans at such time). 
All sales pursuant to this paragraph will be subject to the remaining
terms of this Agreement.


 


Unless
previously terminated, and without any notice or action required, Sallie Mae’s
obligation to accept delivery of Loans from you for servicing will terminate at
the end of the Commitment Period. However, Sallie Mae will continue beyond such
date to originate and disburse Loans on your behalf on the terms in this
Agreement until either you or Sallie Mae provides the other with 60 days’
written notice of termination of such origination services.  Additionally, any


 


37

















 


Loans already serviced on Sallie Mae’s system as of the date of
termination will continue to be serviced until they are removed from Sallie Mae’s
system by the School or the Trustee or are sold to ECFC or rejected by ECFC.


 


Effect of Termination


 


Upon termination of all or any part of this Agreement, any fees or
other amounts owed under this Agreement (or the part being terminated in the
case of a partial termination) will become immediately due and payable.  Following termination (except in the case of
termination by the Trustee or the School for cause), those parts of this
Agreement that, by their terms, extend beyond the end of the Commitment Period
(including, but not limited to, the obligation to sell and purchase certain
Loans) shall remain in full force and effect; provided,
however, that even in the case of
termination by the Trustee or the School for cause, the Trustee and the School
will remain obligated to sell to ECFC all Loans that Sallie Mae processed,
originated, or serviced on their behalf, as well as all Loans in which ECFC had
purchased a Participation Interest.


 


SECTION 22                        PRIVACY PROVISIONS


 


With respect to information that is “non-public personal information”
(as defined in the GLB Regulations) that
is disclosed or provided by the School (or on its behalf) to Sallie Mae in
connection with this Agreement, Sallie Mae agrees, subject to the terms hereof
and the limitations of liability set forth herein, that in performing its
obligations under this Agreement it shall comply with all reuse, redisclosure,
or other customer information handling, processing, security, and protection
requirements that are specifically required of a non-affiliated third-party
processor or servicer (or subcontractor) under the GLB Regulations and other
applicable federal consumer privacy laws, rules, and regulations. Without
limiting the foregoing, Sallie Mae agrees that:


 


38

















 


(i) Sallie Mae is prohibited from disclosing
or using any “nonpublic personal information” (as defined in the GLB
Regulations) disclosed or provided by the School or on the School’s behalf to
Sallie Mae, except solely to carry out the purposes for which it was disclosed,
including use under an exception contained in 12 CFR sections 40.14 or 40.15 or
16 CFR sections 313.14 or 313.15, as applicable, of the GLB Regulations in the
ordinary course of business to carry out those purposes; and


 


(ii) Sallie Mae has implemented and will
maintain an information security program designed to meet the objectives of the
Interagency Guidelines Establishing Standards for Safeguarding Customer
Information, Final Rule (12 CFR Part 30, Appendix B) and the Federal Trade
Commission’s Standards for Safeguarding Customer Information (16 CFR Part 314).


 


SECTION 23                        OTHER PROVISIONS


 


Survival of Covenants


 


All covenants of this Agreement remain in effect during the servicing
and after the sale and purchase of Loans and Participation Interests in Loans,
and any successor or assign of ECFC is entitled to rely on the covenants,
agreements, representations and warranties the Trustee and the School have made
in this Agreement.  The Trustee’s and the
School’s obligation to repurchase Loans and Participation Interests, and their
other obligations under Section 7, Section 9, Section 10, Section 13, Section
15, and Section 21, remain in effect before and after any termination of the
Agreement in whole or part.


 


Assignment


 


Neither the Trustee nor the School may assign or transfer any of its
rights or obligations under this Agreement to any other party without the prior
written consent of Sallie Mae and ECFC, except as provided in this
paragraph.  ECFC may assign its purchase


 


39

















 


rights
and obligations only to one or more wholly-owned subsidiaries of its parent,
SLM Corporation.  The School may assign
or transfer its rights under this Agreement to a non-profit entity in
compliance with the provisions and limitations of the Higher Education Act; provided, however, that following any such assignment, the School will remain liable for all
obligations of the School that are set forth in this Agreement.


 


Entire Agreement


 


This
document is the entire agreement among the Trustee, the School, ECFC, and Sallie
Mae with respect to the origination, servicing, and purchase of Loans. Except
as otherwise set forth herein, any previous agreements, documents or
undertakings on the matters covered in this Agreement are invalid.  This Agreement may only be modified or
amended by a written agreement signed by all parties, and, when it is, the
Agreement as amended will become the operative Agreement.


 


Waiver


 


A
written waiver is required for any party to waive a performance obligation of
any other party.  The waiver of
performance of an obligation shall waive that single performance but no future
performances.


 


Governing Law


 


This
Agreement is governed by and shall be construed in accordance with the laws of
the Commonwealth of Virginia, without
giving effect to any choice of law or conflict of law provisions or principles
(whether of the Commonwealth of Virginia or any other jurisdiction) that would
cause the application of any laws of any jurisdiction other than the
Commonwealth of Virginia.


 


Performance Guarantee


 


At
or prior to the full execution of this Agreement, Sallie Mae agrees to deliver
to the School and the Trustee a Performance Guarantee in the form of Attachment
G by which SLM Corporation guarantees the performance by Sallie Mae and ECFC of
their respective obligations under this Agreement.


 


Covenant Regarding


 


The School agrees that without Sallie Mae’s written consent it will
not, and will cause


 


40

















 


Consolidation Loans


 


the Trustee not to, endorse or promote in any manner any Consolidation
Loan product offered by any person or entity. 
Nothing in this Agreement, however, precludes the School from providing
general information on Consolidation Loans to Borrowers, including information
on the types of borrower benefits generally offered by lenders.  The School further agrees that in the event
any Loan that is sold to ECFC hereunder is consolidated through any entity
whose Consolidation Loan product is endorsed or promoted in any manner by the
Trustee or the School or any entity that is either affiliated with the Trustee
or the School or that shares a name with the School (such as an alumni
association), the School shall promptly repay to ECFC the following:


 


(1)                                  the
total of the Purchase Price Payment Amounts paid by ECFC with respect to such
Loan, after adding to such amounts the items listed in clauses (i), (ii), and
(iii) of the definition of “Purchase Price Payment Amount” that were previously
subtracted, minus


 


(2)                                  the
original Principal Balance of such Loan.


 


Exclusivity


 


The School agrees that during the Commitment Period, unless this
Agreement is terminated, the School will not make loans as a lender under the
FFELP, and all loans made under the Act by any trust arrangement in which the
School or any entity related to the School (such as through personnel,
directors, trustees, ownership, or through benefiting from such structure) is
beneficial owner will be covered by (and will be sold to ECFC pursuant to) the
terms of this Agreement.


 


SECTION 24                        DEFINITIONS


 


Account


 


means all Loans of one Borrower of the same Loan type. Unsubsidized
Stafford Loans and subsidized Stafford Loans are considered to be Loans of the
same type.


 


41

















 


Act


 


refers
to Title IV, Part B of The Higher Education Act of 1965, as amended.


 


Agreement


 


refers to this ExportSS Agreement including attachments and amendments.


 


Bill of Sale


 


means
a bill of sale substantially in the form of Attachment C to this Agreement.


 


Borrower


 


means
the obligor on a Loan.


 


Cancelled Loan


 


means
a Loan for which either (1) the check for the first disbursement is not
presented for payment within 120 days, or (2) the first disbursement has been
repaid in full within 120 days, or (3) the proceeds of the first disbursement
are not released to the Borrower on or before one hundred twenty (120) days
after disbursement.


 


Commitment Period


 


means
the period of time between the effective date and June 30, 2008 (or such
earlier date on which this agreement is terminated pursuant to section 21) (the
“Initial Term”). Unless
the School or the Trustee notifies Sallie Mae, or Sallie Mae notifies the
School or Trustee, at least 60 days before the end of the Initial Term
hereunder (or the extended term, if applicable), then the Commitment Period shall automatically renew for
each of no more than four (4) successive one (l) year terms, unless the School
or Trustee notifies Sallie Mae, or Sallie Mae notifies the School or Trustee,
of its intention not to renew at least 60 days before the end of each
successive one year term.


 


Cutoff Date


 


means
the date of the Bill of Sale for all Loans that are not in repayment
status.  For Loans in repayment status,
the Cutoff Date is established by Sallie Mae or ECFC.


 


Disbursement Agent


 


means
the Guarantor or other entity that is to perform some part of the origination
or disbursement process.


 


Disbursement Payment


 


means with respect to each disbursement of Eligible Loans, an amount
equal to 100% of


 


42

















 


the
aggregate Principal Balance that is actually disbursed to the Borrower.  This sum is calculated as of the date of
purchase of a Participation Interest.


 


E-Sign or E-Signed


 


means the process by which a Loan is signed by the Borrower electronically.


 


Effective Date


 


means the date written at the top of the cover page of this Agreement.


 


EFT


 


means
electronic funds transfer.


 


Eligible Loan


 


means,
unless waived in writing by ECFC, a Loan that meets the criteria listed below. Note that a loan is still an Eligible Loan if it fails to meet these
criteria solely because of an act or omission by Sallie Mae in originating or
servicing the Loan for which Sallie Mae is liable under Section 7.


 


The
Loan is a fully disbursed Stafford Loan made in connection with graduate or
professional school educational studies at Walden University, Inc.  It is guaranteed by the Guarantor and, unless
waived in writing by ECFC, is reinsured by the Secretary on terms at least as
favorable as those in effect on the Effective Date.


 


Except
as reduced by Sallie Mae’s proprietary Borrower benefits, the Loan bears the
maximum interest race permitted by the Act and the interest is either:


 


(1)                                  payable on a current basis by the Secretary
or the Borrower, or


 


(2)                                  deferred subject to capitalization as
frequently as permitted by the Act and Regulations.


 


The Loan must also meet these additional criteria (unless specifically
waived in writing by ECFC): 


 


•                                          it
is not more than 11 days delinquent (principal or interest) and, unless it is a
Serial Loan, has a Principal


 


43

















 


Balance of at least $250 as of
the Cutoff Date;


 


•                                          it is in grace, deferment or in-school status
as of the date of the Bill of Sale (except as otherwise set forth in the
definition of Retroactive Separation Loan);


 


•                                          unless ECFC waives this provision, at least
30 days remain until the beginning of the repayment period (except as otherwise
set forth in the definition of Retroactive Separation Loan);


 


•                                          it is supported by all documentation, and in
a format, reasonably required by Sallie Mae or ECFC;


 


•                                          it is made to an eligible Borrower for Loans
of that type under the Act; and


 


•                                          no forbearance agreement is in effect with
respect to the Loan and at least 12 months remain until the Loan is scheduled
to be paid in full.


 


Finally,
unless (i) waived in writing by ECFC or (ii) reduced by Sallie Mae’s
proprietary Borrower benefits, the sum of (1) the interest payable by the
Secretary or the Borrower, plus (2) the Special Allowance payable by the
Secretary, must be at least equal to the maximum sum of the same items that is
permitted by Sections 427A(j), 427A(k), 438(b) (2) (G), 438 (b) (2) (H), and 438(b)
(2) (I) of the Act (or, if higher, the maximum sum of these items that was
permitted by the Act as in effect on the disbursement date for a Loan of the
same Loan type that was disbursed on the disbursement date).


 


Financing Agreement


 


means
that certain Revolving Financing Agreement among Sallie Mae, the Trustee, and
the School dated the Effective Date.


 


GLB Regulations


 


means
the Joint Banking Agencies’ Privacy of Consumer Financial Information, Final
Rule


 


44

















 


(12
CFR Parts 40, 216, 332 and 573) or the Federal
Trade Commission’s Privacy of Consumer Financial Information, Final Rule
(16 CFR Part 313), as applicable, implementing Title V of the
Gramm-Leach-Bliley Act, Public Law 106-102, as amended.


 


Guarantor


 


means
a state or private non-profit agency responsible for providing the guarantee
for Loans that is reasonably acceptable to ECFC.


 


Insolvency Event


 


means
any of the following:


 


If
the Trustee or the School becomes financially insolvent no matter how the
insolvency is evidenced.


 


If
a petition is filed under Title 11 of the U.S. Code (or any similar law) by or
against the Trustee or the School.


 


If
a court or agency with the authority appoints a trustee, receiver, conservator
or the like for the Trustee or the School.


 


Institutional
Default Rate


 


means
the most recently published default rate calculated by the Department of
Education for a given educational institution.


 


LARS Form 799


 


means
the Lender’s Request for Payment of Interest and Special Allowance, formerly OE
Form 799.


 


Loan


 


means
a student loan made under the Act (and related documents) that is to be
originated, serviced or offered for sale under this Agreement.


 


Master List


 


means
the updated list maintained by Sallie Mae, which will be available for
inspection by the Trustee and the School and will be deemed an exhibit to the
Master Participation Certificate, of disbursements and Loans with respect to
which ECFC has purchased a Participation Interest.


 


Master Participation


 


means
the Master Participation Certificate to be executed hereunder evidencing the


 


45

















 


Certificate


 


conveyance
to ECFC of the Participation Interests, in the form of Attachment F to this
Agreement.


 


Master Promissory Note


 


means
a form promissory note that allows Borrowers to receive, in addition to initial
loans, additional loans for the same or subsequent periods of enrollment.


 


Participated
Loan


 


means
each Loan with respect to which ECFC purchases a Participation Interest in a
disbursement thereof.


 


Participation Interest


 


means,
with respect to each Loan, the 100.00% participation interest in each
disbursement of such Loan that is to be purchased by ECFC pursuant to the terms
of this Agreement.


 


Prime Rate


 


means
for each business day, the rate displayed on Telerate page 125 (or successor
page) as the Prime Rate for such day.  If
for any business day no such rate is displayed on Telerate, the Prime Rate will
be the highest rate listed as the Prime Rate in the “Money Rates” section of
the Eastern Edition of The Wall Street Journal
published on such date, or if no longer published or not listed in such
publication, such substitute source that Sallie Mae chooses.  The Prime Rate for any day that is not a
business day will be the Prime Rate as determined above on the immediately
preceding business day.


 


Principal Balance


 


means
the original principal amount of a Loan, plus any capitalized interest that is
insured by the Guarantor, less principal payments received and amounts that may
not be insured such as late charges.


 


Purchase Price Payment Amount


 


means
an amount equal to the following, calculated using only the amounts of the
disbursements made in the month for which the Purchase Price Payment Amount is
being calculated:


 


For
Stafford Loans, 107.00% of the aggregate Principal Balance of such Stafford
Loans, minus (i) the Secretary’s
Lender Fee, minus (ii) any
portion of the origination fee


 


46

















 


that
is chargeable to the Borrower by a lender under section 438(c) of the Act (and any
similar provision of the Act that is hereafter enacted) but that is waived by
the Trustee or the School, minus (iii) any
other fee that is charged to the lender by the Secretary on LARS Form 799.


 


ECFC
hereby commits to pay the 1% federal default fee that is payable under section
428(b)(1)(H)(ii) and section 428H(h) of the Act for all Eligible Loans made
hereunder that are guaranteed during the first year of the Commitment Period
(and that are guaranteed during subsequent years of the Commitment Period,
unless ECFC gives notice pursuant to the next sentence) by a Guarantor that satisfies
both of the following: (i) the Guarantor does not pay the fee itself, and (ii)
ECFC or its affiliate pays such fee for Stafford loans made by Sallie Mae-owned
brands that are guaranteed by such Guarantor. Notwithstanding any other
provision of this Agreement, if, by March 31 of any year of the Commitment
Period, ECFC notifies the School or Trustee that ECFC (1) will not pay such fee
as part of the terms offered to customers obtaining Stafford loans made by
Sallie Mae-owned brands that are guaranteed during the succeeding July 1-June
30 year(s) of the Commitment Period, and (2) will not pay such fee for Eligible
Loans made hereunder that are guaranteed during such succeeding July 1-June 30
year(s) of the Commitment Period, then, solely for purposes of Eligible Loans
made hereunder that are guaranteed during such, succeeding July 1-June 30
year(s), Purchase Price Payment Amount shall have the meaning set forth in the
preceding paragraph, except that “107.80%” shall be substituted for “107%”.


 


Purchaser


 


means
SLM Education Credit Finance Corporation or such other subsidiary of SLM
Corporation as may be designated in writing by ECFC.


 


Regulation


 


means any rule, regulation, instruction or procedure issued by the
Secretary under the


 


47

















 


Act or by the Guarantor.


 


Retroactive Separation Loan


 


refers to an Eligible Loan that is in
repayment status because the Borrower has left school prior to the anticipated date.  A Retroactive Separation Loan is an Eligible
Loan only if (i) within fourteen (14) days after the School or the Trustee
receives the notice that the Borrower is no longer a full-time student, ECFC is
notified of the receipt of the notice and that the sale of the Loan is
requested, and (ii) that Loan is delivered to ECFC within thirty
(30) days after receipt of the notice -


 


Secretary


 


means
the United States Secretary of Education, or any successor, or any
representative of the foregoing.


 


Secretary's Lender Fee


 


means
the amount that the Secretary is authorized to withhold (with respect to each
disbursement of a Loan) from the Trustee’s or the School’s interest payments
pursuant to the provisions of Section 438(d) of the Act (and any similar
provision of the Act that is hereafter enacted).  The parties acknowledge that as of the date
of this Agreement, this authorized deduction is equal to 0.50% of the Principal
Balance of each such Loan.


 


Serial Loan


 


means
an additional Eligible Loan made to the same Borrower who has a Loan of the
same type already owned by or required to be sold by the Trustee to ECFC or any
of its affiliates, subsidiaries, or predecessors.  Unsubsidized and subsidized Stafford loans
are considered to be the same Loan type.


 


Special Allowance


 


means
the amount the Secretary pays the holder of a Loan as authorized and calculated
under Section 438 of the Act.


 


Stafford Loan


 


means:


 


(A)
a Loan for which the interest rate is governed by Section 427A(a), Section
427A(d), Section 427A(e), Section 427A(f), Section 427A(g), Section 427A(j)
(1), Section 427A(j) (2), Section 427A(k) (l), or Section


 


48

















 


427A(k)
(2) of the Act.  The Loans described in
this paragraph (A) are referred to
as “subsidized Stafford Loans.”


 


(B)
A Stafford Loan made under Section 428H of the Act bearing an interest rate
governed by the sections of the Act listed in (A) immediately above.  These Loans are referred to as “Unsubsidized
Stafford Loans.”


 


Total Loans First Disbursed


 


means
the total number of Loans that Sallie Mae originated for the Trustee or the
School for which the first disbursements were made during the applicable period.


 


Trust Agreement


 


means
that certain Eligible Lender Trust Agreement dated as of July 1, 2006, between
the School and the Trustee, or any replacement, extension, or renewal thereof,
as amended from time to time, that among other things, establishes or evidences
the eligible lender trustee relationship between the Trustee, the legal title holder
of Loans, and the School, the beneficial owner of the Loans.


 


Trust Estate


 


means
the entire portfolio of student loans and all other properties and assets held
in trust by the Trustee under the terms of the Trust Agreement.


 


SECTION 25                        Trustee
Provisions


 


Trustee Provisions


 


The
SLM Entities acknowledge that Wells Fargo Bank, National Association, has
entered into this Agreement solely in its capacity as Trustee for the School,
and not in its individual capacity. The representations, warranties, and covenants
of the Trustee herein or in connection with sales of Loans to be made hereunder
(other than any representations, warranties, and covenants relating to the
Trustee’s creation, existence, eligible lender status, corporate action,
no-cross defaults, and nondiscrimination) are made solely at the direction of
the School, without independent investigation by the Trustee, and the Trustee
has undertaken only those duties required of


 


49

















 


it
under the Trust Agreement.  Accordingly,
except with respect to representations, warranties, and covenants relating to
the Trustee’s creation, existence, eligible lender status, corporate action,
no-cross defaults, and nondiscrimination, all recourse and remedies ECFC may have
hereunder shall be available only against the School and the assets of the Trust Estate, and not against the Trustee
in its individual capacity.


 


EXECUTION OF THIS AGREEMENT


 


By
signing below, the authorized representatives of Sallie Mae, ECFC, the Trustee,
and the School accept this Agreement as a legal contract as of the Effective
Date on page 1.


 


WALDEN UNIVERSITY, INC.


 


	
  SIGNATURE:

  	
  /s/
  Richard Patro

  	
   

  
	
   

  
	
  PRINTED NAME:

  	
  Richard
  Patro

  	
   

  
	
   

  
	
  TITLE:

  	
  CFO

  	
   

  
					



 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


solely
in its capacity as Eligible Lender Trustee for Walden University, Inc.


 


	
  SIGNATURE:

  	
   

  	
   

  
	
   

  
	
  PRINTED NAME:

  	
   

  	
   

  
	
   

  
	
  TITLE:

  	
   

  	
   

  
					



 


50

















 


SALLIE MAE, INC.


 


	
  SIGNATURE:

  	
  /s/ Jerry Maher

  	
   

  
	
   

  
	
  PRINTED NAME:

  	
  Jerry Maher

  	
   

  
	
   

  
	
  TITLE:

  	
  Senior Vice President

  	
   

  
					



 


SLM EDUCATION CREDIT FINANCE CORPORATION


 


By: 
Sallie Mae, Inc., Authorized Agent


 


	
  SIGNATURE:

  	
  /s/ Jerry Maher

  	
   

  
	
   

  
	
  PRINTED NAME:

  	
  Jerry Maher

  	
   

  
	
   

  
	
  TITLE:

  	
  Senior Vice President

  	
   

  
					



 


51

















 


ATTACHMENT AA


 


Sallie Mae
Documentation Requirements for

Loans Executed By E-Sign Processes


 


The
following is required of any lender delivering to SLM Corporation or any of its
subsidiaries or affiliates (“Sallie Mae”), whether for disbursement, servicing,
or purchase, Loans that were E-Signed using any E-Sign process, unless the
Loans were originated and disbursed by Sallie Mae using Sallie Mae’s
proprietary E-Sign process.


 


1.                                       List of E-Signed Loans – the lender must identify which Loans were
executed electronically. If Loans were originated using more than one E-Sign
process, the lender must identify which Loans were executed using each process.
The lender should contact Sallie Mae for assistance in revising transmittal
forms and/or file formats in an acceptable manner.


 


2.                                       Copy of Promissory Note – the lender must produce (or cause the
entity whose E-Sign process was utilized to execute the promissory note to
produce) a copy of the note at any time free of charge upon reasonable request
of the Borrower or holder, whether before or after sale, and regardless of how
much time has elapsed following the sale.


 


3.                                       Process Documentation – the lender must provide documentation on
for each unique E-Sign process used to execute Loans in the portfolio. If the
lender, or its origination servicer, used more than one process, or if the process
has been modified since the oldest E-Signed Loan in the portfolio was executed,
then each process must be documented. Process documentation must contain the
following, in addition to any other materials reasonably requested by the
Borrower or the holder:


 


(i)                                     A description of the steps followed by a
borrower to execute the promissory note (such as a flowchart);


(ii)                                  A copy of each screen as it would have
appeared to the borrower when he/she was presented with the terms and
conditions of the Loan and consented to execute the note electronically; 


(iii)                               A description of the field edits and other
security measures used to ensure integrity of the data submitted to the
originator electronically; and


(iv)                              A description of how the executed promissory
note has been preserved to ensure that it has not been altered after it was
executed.


(v)                                 All other documentary and technical evidence
reasonably requested by the Borrower, the purchaser, or the holder to support
the validity of the E-Sign process used by the Borrower, or the authenticity of
a particular electronic signature or record, including without limitation, if
requested, affidavits and/or witness testimony to support the electronic
records.


 


If
the lender has used more than one process, each process document must identify
which Loans were executed by which process.  
If the lender has provided process documentation in connection with a
prior sale or transfer, reference to the prior documentation is sufficient.


 


The lender must produce (or cause the entity whose
E-Sign process was utilized to execute the promissory note to produce) the
foregoing materials and documentation at any time free of charge upon
reasonable request of the Borrower, purchaser, or holder, whether before or
after sale, and regardless of how much time has elapsed following the sale.
Failure to provide the materials and/or documentation in a form satisfactory to
the applicable Guarantor and satisfactory to the Secretary, and otherwise
sufficient to prove the enforceability of the Loan(s), may lead to rejection of
the Loan(s) or required repurchase of the Loan(s) pursuant to the provisions of
this Agreement.


 

















 


ATTACHMENT
A


 


SCHEDULE OF
FEES


 


1.             Origination Fee: $ 5.00 for each Stafford Loan Sallie
Mae originates for the Trustee. For Loans originated through Sallie Mae’s
Internet-based origination and disbursement service (in lieu of the foregoing
fees): $ 5.00 for each Stafford Loan Sallie Mae originates for the
Trustee.  Sallie Mae will also charge an
additional $2.00 per application for paper application processing.  These fees are payable even if the Loan is
cancelled.  In calculating these fees, a
subsidized Stafford Loan and an Unsubsidized Stafford Loan will be counted as a single Loan only if they are
received in a single loan file.


 


2.                                       Servicing Fee:  $0.00 per Stafford Account per month starting
on the date of the first disbursement (or conversion to Sallie Mae’s servicing
system).  Sallie Mae will charge an
additional fee of $0.20 per Account per month for any Account containing one or
more Unsubsidized Stafford Loans.


 


3.                                       Deconversion Fee:  $ 25.00 for each Loan the Trustee or the School
removes from Sallie Mae’s servicing system. 
The Deconversion Fee must be paid before the Loan may be removed from
Sallie Mae’s servicing system. 
Subsidized Stafford Loans and Unsubsidized Stafford Loans will be
counted as two Loans in calculating the Deconversion Fee.


 

















 


OFFICER’S CERTIFICATE OF TRUSTEE


 


Re:                             ExportSS Agreement dated July
1, 2006, among Wells Fargo Bank, National Association, solely in its capacity
as Eligible Lender Trustee for Walden University, Inc., Walden University,
Inc., Seller, Sallie Mae, Inc., and SLM Education Credit Finance Corporation.


 


I, of Wells Fargo Bank, National Association,
solely in capacity as Eligible Lender Trustee for Walden University, Inc. (the
“Trustee”), hereby certify to Sallie Mae, Inc. (Sallie Mae”), and SLM Education
Credit Finance Corporation (“ECFC”) that:


 


ONE OF THE OFFICERS LISTED IN THIS SECTION HAS SIGNED THE AGREEMENT AND
THE PERSON(S) NAMED BELOW ARE, AS OF THE DATE OF THIS CERTIFICATE, THE
REPRESENTATIVES OF THE TRUSTEE DULY AUTHORIZED TO EXECUTE AGREEMENTS REGARDING
THE ORIGINATION, SERVICING, AND SALE OF STUDENT LOANS, HOLD THE CORPORATE
OFFICES INDICATED NEXT TO THEIR NAMES, THE SIGNATURES FOLLOWING THEIR NAMES ARE
THEIR GENUINE SIGNATURES, AND ONE OF THEM HAS DULY EXECUTED THE AGREEMENT:


 


	
  NAME

  	
   

  	
  TITLE

  	
   

  	
  SIGNATURE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRICIA
  HEINTZ

  	
   

  	
  VICE PRESIDENT

  	
   

  	
  /s/ Tricia
  Heintz

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GEORGE W. BEMISTER

  	
   

  	
  VICE PRESIDENT

  	
   

  	
  /s/ George W. Bemister

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  By:

  	
  /s/ Andrew La Fear

  	
   

  
	
   

  	
  (An
  officer who did not sign the Agreement and is not listed in the
  box above)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  ANDREW La FEAR

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  VICE
  PRESIDENT

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  7/1/06

  	
   

  
							



 


 

















 


OFFICER’S
CERTIFICATE OF SCHOOL


 


Re:                             ExportSS Agreement dated
July 1, 2006, among Walls Fargo Bank, National Association, solely in its
capacity as Eligible Lender Trustee for Walden University, Inc., Waldan
University, Inc., Seller, Sallie Mae, Inc., and SLM Education Credit Finance
Corporation.


 


I, of Walden University, Inc. (the “School”),
hereby certify to Sallie Mae, Inc. (“Sallie Mae”), and SLM
Education Credit Finance Corporation (“ECFC”) that:


 


ONE OF THE OFFICERS LISTED IN THIS SECTION HAS SIGNED THE AGREEMENT AND
THE PERSON(S) NAMED BELOW ARE, AS OF THE DATE OF THIS CERTIFICATE, THE
REPRESENTATIVES OF THE SCHOOL DULY AUTHORIZED TO EXECUTE AGREEMENTS REGARDING
THE ORIGINATION, SERVICING, AND SALE OF STUDENT LOANS, HOLD THE CORPORATE
OFFICES INDICATED NEXT TO THEIR NAMES, THE SIGNATURES FOLLOWING THEIR NAMES ARE
THEIR GENUINE SIGNATURES, AND ONE OF THEM HAS DULY EXECUTED THE AGREEMENT:


 


	
  NAME

  	
   

  	
  TITLE

  	
   

  	
  SIGNATURE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Paula R.
  Singer

  	
   

  	
  Chairman and Chief Executive
  Officer

  	
   

  	
  /s/ Paula R.
  Singer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard J. Patro

  	
   

  	
  VP -  Finance/Treasurer

  	
   

  	
  /s/ Richard J. Patro

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  By:

  	
  /s/ Deborah L. Zimic

  	
   

  
	
   

  	
  (An
  officer who did not sign the Agreement and is not listed in the
  box above)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Deborah L. Zimic

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Secretary

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  6/30/06

  	
   

  
							



 


 

















 


ATTACHMENT
C


 


BILL
OF SALE


 


Re:                               ExportSS® Agreement dated July 1, 2006
(the “Agreement”)


 


The
undersigned Seller sells and assigns to SLM Education Credit Finance
Corporation (“ECFC”) and its successors and assigns all of Seller’s rights, title,
and insurance interest in the portfolio of Loans described below as being
accepted for purchase by ECFC, as listed on the attached schedule. This sale is
for value received and is in accordance with the terms and conditions of the
Agreement.


 


The
Seller makes (for the benefit of ECFC) the representations and warranties set
forth in the Agreement as of the date of this Bill of Sale.  The Seller authorizes ECFC to
use a copy of this document as
the only official notification to the Guarantor of assignment of the Loans to
ECFC on the date of purchase.


 


If
any of the Loans were made under a master promissory note, this sale excludes
an assignment of Seller’s right to offer future loans under such Master
Promissory Note. This right to offer future loans is not assignable by Seller
except to (i) the surviving entity following a merger or acquisition of Seller
or (ii) the purchaser of any such future loans (but ECFC does not waive any
obligation of the Seller to sell Loans under the Agreement).  Seller warrants that if it does not deliver
the original Master Promissory Note to ECFC at the time of sale, Seller will
deliver it to ECFC to the extent it
is needed for enforcement or claim-filing purposes.


 


Portfolio
offered for sale by Seller:


Accounts                                        *Principal
$                               


 


Portfolio
accepted for purchase by ECFC: 


Accounts                                          *Principal
$                               


 


	
  SELLER

  	
   

  	
  ECFC

  
	
   

  	
   

  	
   

  
	
  Wells Fargo Bank, National Association, solely in its capacity as
  eligible lender trustee for Walden University, Inc.

  	
   

  	
  SLM Education Credit Finance Corporation

  c/o Sallie Mae, Inc.

  12061 Bluemont Way

  
	
   

  	
   

  	
  Reston,
  VA 20190

  
	
  By:

  	
   

  	
   

  	
   

  	
  ATTN: Customer Service Department

  
	
   

  	
  Signature of Authorized

  Representative of Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Sallie Mae, Inc., Authorized
  Agent

  
	
  NAME

  	
   

  	
   

  	
   

  
	
  AND

  	
   

  	
  By:

  	
   

  	
   

  
	
  TITLE:

  	
   

  	
   

  	
   

  	
   

  	
  Signature of Authorized Signatory

  
	
   

  	
   

  	
   

  
	
  The undersigned, as beneficiary under the Trust Agreement dated as of
               
  20    , between, the undersigned and the above
  Trustee, joins in this Bill of Sale for the purpose of consenting to the sale
  of the Loans to ECFC.

  	
   

  	
  NAME AND 

  
	
  TITLE:

  	
   

  	
   

  
	
   

  
	
  DATE OF PURCHASE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WALDEN
  UNIVERSITY, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
															



 


 


NOTE: Boxed
areas are for completion by ECFC


 






*                                         Based
on estimated calculations, which may be adjusted upward or downward based on
final reconciliations


 

















 


ATTACHMENT
D


 


REPRESENTATIONS
AND WARRANTIES OF THE SCHOOL WITH RESPECT TO LOANS


 


The
School states that the following statements are true with respect to each Loan
sold hereunder to ECFC or its designee (“Purchaser”).  However, if any representation or warranty
made herein is untrue due to an act or omission by Sallie Mae in originating or
servicing the Loan for which Sallie Mae is liable under Section 7 of this
Agreement, the School will not be deemed in breach of such representation and
warranty with respect to such Loan. The warranties are:


 


1.                                       The Trustee is the sole owner of legal title
to the Loans, and the School is the sole owner of beneficial title to the
Loans, free and clear of any liens, claims or encumbrances of any nature; and
such parties are free to transfer, and have transferred, title to the Loans to
the Purchaser.


 


2.                                       The Loans are Eligible Loans that have been
originated, including payment of all applicable origination fees, and serviced
in accordance with all applicable laws and Regulations.  All information provided to the Purchaser
concerning the Loans is true.


 


3.                                       The Loans are legal, valid and binding
obligations of the respective Borrowers and are subject to no defenses (except
the defense of infancy). Except for Sallie Mae’s service-marked Borrower
benefit programs, the Trustee or the School either has already paid for, or
will provide funds to the Purchaser to pay for, all rebates or other Borrower
benefits that were promised to the Borrowers.


 


4.                                       Any origination or servicing activities with
respect to the Loans by any party other than Sallie Mae have been done with due
diligence and in accordance with the Act and Regulations.


 


5.                                       The Loans are registered with the Guarantor
under the ownership number the Trustee has provided to the Purchaser, the Loans
are fully insured by the Guarantor, and the Trustee has transferred the
insurance on the Loans to the Purchaser. 
All insurance premiums due the Guarantor have been paid.


 


6.                                       Any payments received by the Trustee or the
School on the Loans have been allocated to principal and interest on a simple
interest basis.


 


7.                                       All Loans of each Borrower subject to sale at
this time are being offered for sale as part of the same transaction.


 


8.                                       The Trustee has not selected the Loans on the
basis of any identifying characteristics of the Borrowers, such as educational
institutions attended, age, sex, race, creed, national origin or place of
residence.


 


9.                                       If a Loan was not originated by or on behalf
of the Trustee, the Trustee is a legitimate “holder” of the Loan and the Loan
was transferred to the Trustee in full compliance with the Act and Regulations.


 


10.                                 If the sale of any Loan made under a Master
Promissory Note includes an assignment of the right to offer future loans under
such Master Promissory Note, (i) the Trustee has not assigned and will not
assign such right to any other party, and (ii) the Borrower has not revoked the
Trustee’s right to make future loans under such Master Promissory Note.  If neither the Trustee nor the School delivers
the original Master Promissory Note to the Purchaser, the Trustee or the School
will deliver it to the Purchaser to the extent it is needed for enforcement or
claim-filing purposes.


 

















 


ATTACHMENT
E-l


 


BLANKET
ENDORSEMENT


 


By signing this endorsement, the undersigned endorses the attached
Promissory Note.  This note is one of the
Promissory Notes described in the Bill of Sale executed in favor of SLM
Education Credit Finance Corporation (“ECFC”). If the Promissory Note is a
Master Promissory Note, the undersigned endorses such Master Promissory Note
only to the extent it evidences particular loans that are described in such
Bill of Sale.  Except as stated in the
previous sentence, or as provided in the ExportSS® Agreement dated July 1, 2006 among the Trustee, Walden
University, Inc., Sallie Mae, Inc., and ECFC, this is an unrestricted
endorsement and without recourse.


 


This
endorsement may be effected by attaching either this endorsement or a facsimile
to each of the Notes.


 


	
  Trustee:

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
						



 

















 


ATTACHMENT
E-2


 


POWER
OF ATTORNEY


 


                                                                                                                        ,
solely in its capacity as eligible lender trustee for Walden University, Inc. (“Trustee”)
authorizes SLM Education Credit Finance Corporation (“ECFC”) or                                                                                                      
(“Servicer”), as its attorney-in-fact, to
endorse Promissory Notes sold under the ExportSS® Agreement among the Trustee,
Walden University, Inc. (“School”), Sallie Mae, Inc., and ECFC dated                                              ,
20    , in the following form:


 


All right, title and interest of                                               
                                             
                                             , solely in its capacity as eligible lender trustee for Walden University, Inc. (“Trustee”)
is assigned to SLM Education Credit Finance Corporation (“ECFC”) without
recourse except as provided in the ExportSS® Agreement among the Trustee,
Walden University, Inc. (“School”), Sallie Mae, Inc., and ECFC dated July l,
2006.  If the Promissory Note is a Master
Promissory Note, this endorsement is valid only to the extent it evidences
particular loans that are described in a Bill of Sale from the Trustee and the
School to ECFC.


 


	
  By:

  	
   

  	
   

  
	
   

  	
  On
  behalf of and as attorney-in-fact for

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  the
  Trustee

  



 


Further, the endorsement by ECFC or the Servicer on behalf of and as
attorney-in-fact for the Trustee shall transfer to ECFC all right, title and
interest of the Trustee in the Promissory Notes (subject to the above
limitation if the notes are Master Promissory Notes) consistent with the terms
of the ExportSS® Agreement dated
                 ,
20    .


 


For
purpose of endorsement of these Promissory Notes, a facsimile of this authorization
may be used in place of the original.


 


Dated                        , 20    .


 


	
  Trustee:

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
						



 

















 


MASTER PARTICIPATION
CERTIFICATE


 


Date: 
July 1, 2006


 


This
Participation Certificate evidences the sale by Wells Fargo Bank, National
Association, solely in its capacity as Eligible Lender Trustee for Walden
University, Inc., (“Trustee”) and Walden University, Inc. (“School”) to SLM
Education Credit Finance Corporation of Participation Interests in each
disbursement of a Participated Loan, all as identified in the Master List
maintained by Sallie Mae, Inc. (“Sallie Mae”), pursuant to the ExportSS® Agreement
dated as of July 1, 2006, among Sallie Mae, SLM Education Credit Finance
Corporation, the Trustee, and the School (the “ExportSS Agreement”).  Capitalized terms used but not defined herein
have the respective meanings assigned to such terms in the ExportSS Agreement.


 


The
Participation Interests evidenced hereby are subject to the provisions of the
ExportSS Agreement.


 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION,

  solely in its capacity as eligible lender trustee for Walden University, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tricia Heintz

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  TRICIA HEINTZ

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  VICE PRESIDENT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WALDEN UNIVERSITY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard Patro

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  RICHARD
  PATRO

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  CFO

  	
   

  
								



 


 

















 


PERFORMANCE
GUARANTEE


 


THIS
PERFORMANCE GUARANTEE is given and delivered by SLM Corporation, a Delaware
corporation (“Parent”) to Walden University, Inc. and Wells Fargo Bank,
National Association (together, “Lender”), relating to that certain ExportSS®
Agreement dated as of July 1, 2006 (the “Agreement”), by and among Sallie Mae,
Inc. (“Sallie Mae”), SLM Education Credit Finance Corporation (“ECFC”), and
Lender.


 


WITNESSETH


 


That
in order to induce Lender to accept (i) ECFC as the contract party under the
Agreement for purchases of Loans (as defined in the Agreement), and (ii) Sallie
Mae as the contract party under the Agreement for originations, servicing, and
all other obligations under the Agreement of the SLM Entities (as defined in
the Agreement), it is hereby agreed as follows:


 


1.                                       Parent, for itself, its successors and
assigns, hereby guarantees to Lender, its successors and assigns, the full and faithful
performance by ECFC and Sallie Mae and their successors and assigns, of each
and every one of the terms, provisions, conditions, obligations, and agreements
on the part of ECFC and Sallie Mae to be made, carried out, performed or
observed as provided in the Agreement;


 


2.                                       If, at any time, ECFC or Sallie Mae defaults
in the performance of any of the terms, provisions, conditions, obligations,
and agreements or in any other matter or thing pertaining to the Agreement,
that are to be made, carried out, performed, or observed by ECFC or Sallie Mae,
their successors or assigns, Parent will perform, or cause to be so performed,
any such terms, provisions, conditions, obligations, and agreements contained
in the Agreement;


 


3.                                       Parent covenants and agrees with Lender, its
successors and assigns, that Lender and ECFC or Sallie Mae, as the case may be,
may: (i) waive any of the terms, provisions, conditions, obligations and
agreements of the Agreement; (ii) modify, amend, or change the Agreement; and
(iii) grant extensions of time to ECFC and/or Sallie Mae and their successors
and assigns. Such changes or extensions of time may be granted, such waiver and
consents may be given, and such modifications and assignments may be made,
without notice to or the consent of Parent and without affecting, changing,
releasing, or in any way impairing the obligations of the Guarantee hereby given;


 


4.                                       Parent may be released from this Guarantee
only by a written instrument signed by an authorized official of Lender. Parent
further covenants and agrees with Lender and its successors and assigns that
this Guarantee remains in full force and effect notwithstanding the sale or
transfer of ECFC or Sallie Mae. A release from the Guarantee shall be granted
to Parent by Lender only upon the approval by Lender of a new Guarantee
executed by the corporate entity assuming the relationship of Parent to ECFC or
Sallie Mae, as the case may be.


 


IN
WITNESS WHEREOF, Parent(s) has executed this guarantee this 1st day of July,
2006.


 


	
  SLM CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jerry Maher

  	
   

  
	
   

  
	
  Name:

  	
  Jerry Maher

  	
   

  
	
   

  
	
  Title:

  	
  Senior Vice President