Non-Petition and Limited Recourse
129
Section 10.10. Recourse Against Certain Parties
129
Section 10.11. Execution in Counterparts; Severability
130
Section 10.12. Confidentiality
130
Section 10.13. Section Titles
132
Section 10.14. Entire Agreement
132
Section 10.15. No Petition
132
Section 10.16. Excess Funds
132
Section 10.17. Eligible Lender Trustee
133
Section 10.18. USA PATRIOT Act Notice
133
v
[SLM Bluemont Note Purchase Agreement]
EXHIBIT A COMMITMENTS
EXHIBIT B LIST OF APPROVED GUARANTORS
EXHIBIT C FORM OF MONTHLY REPORT
EXHIBIT D FORM OF ADVANCE REQUEST
EXHIBIT E FORM OF MONTHLY ADMINISTRATIVE AGENT'S REPORT
EXHIBIT F FORM OF NOTICE OF RELEASE
EXHIBIT G FORM OF PRO FORMA REPORT (SECTION 2.18(b)(ii))
EXHIBIT H FORM OF RELEASE RECONCILIATION STATEMENT
EXHIBIT I FORM OF 2.20(d) CERTIFICATE
EXHIBIT J FORM OF CLASS A VARIABLE FUNDING NOTE
EXHIBIT K FORM OF CLASS B VARIABLE FUNDING NOTE
EXHIBIT L FORM OF ADVANCE RECONCILIATION STATEMENT
EXHIBIT M NOTICE ADDRESSES
vi
NOTE PURCHASE AND SECURITY AGREEMENT
THIS NOTE PURCHASE AND SECURITY AGREEMENT (this "Agreement") is made as of
February 29, 2008, among BLUEMONT FUNDING I, a statutory trust duly organized
under the laws of the State of Delaware, as the trust hereunder (the "Trust"),
SALLIE MAE, INC., a Delaware corporation, as administrator (the
"Administrator"), THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking
association, as the eligible lender trustee hereunder (the "Eligible Lender
Trustee"), J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as
lead arrangers (the "Lead Arrangers"), BARCLAYS BANK PLC, THE ROYAL BANK OF
SCOTLAND PLC and DEUTSCHE BANK SECURITIES INC., as co-lead arrangers (the
"Co-Lead Arrangers"), CREDIT SUISSE, NEW YORK BRANCH, as arranger (the
"Arranger"), the CONDUIT LENDERS (as hereinafter defined) from time to time
parties hereto, the ALTERNATE LENDERS (as hereinafter defined) from time to time
parties hereto, the LIBOR LENDERS (as hereinafter defined) from time to time
parties hereto, JPMORGAN CHASE BANK, N.A., a national banking association, BANK
OF AMERICA, N.A., a national banking association, BARCLAYS BANK PLC, a public
limited company organized under the laws of England and Wales, THE ROYAL BANK OF
SCOTLAND PLC, a bank organized under the laws of Scotland, DEUTSCHE BANK AG, NEW
YORK BRANCH, a German banking corporation acting through its New York Branch,
and CREDIT SUISSE, NEW YORK BRANCH, the New York branch of a Swiss banking
corporation, each as agent on behalf of its related LIBOR Lender or its related
Conduit Lenders, Alternate Lenders and Program Support Providers (as hereinafter
defined) (and together with any other similar financial institutions which
become parties hereto, collectively, the "Managing Agents"), JPMORGAN CHASE
BANK, N.A., as syndication agent hereunder (in such capacity, the "Syndication
Agent"), and BANK OF AMERICA, N.A., as the administrative agent for the Conduit
Lenders, Alternate Lenders, LIBOR Lenders and Managing Agents (in such capacity,
the "Administrative Agent").
PRELIMINARY STATEMENTS
WHEREAS, the Conduit Lenders are special purpose entities engaged in the
business of issuing promissory notes and obtaining funding (directly or
indirectly) in the commercial paper market and purchasing notes of certain
entities for