123
Section 9.09. Reimbursement
124
Section 9.10. Notice of Amortization Events, Termination Events, Potential
Amortization Events, Potential Termination
Events or Servicer
Defaults
124
ARTICLE X.
MISCELLANEOUS
Section 10.01. Amendments, Etc.
125
Section 10.02. Notices; Non-Public Information, Etc.
127
Section 10.03. No Waiver; Remedies; Limitation of Liability
128
Section 10.04. Successors and Assigns; Binding Effect
128
Section 10.05. Survival
134
Section 10.06. Governing Law
135
Section 10.07. Submission to Jurisdiction; Waiver of Jury Trial; Appointment of
Service Agent
135
Section 10.08. Costs and Expenses
135
Section 10.09. Bankruptcy Non-Petition and Limited Recourse
136
Section 10.10. Recourse Against Certain Parties
136
Section 10.11. Execution in Counterparts; Severability
137
Section 10.12. Confidentiality
137
Section 10.13. Section Titles
139
Section 10.14. Entire Agreement
139
Section 10.15. No Petition
139
Section 10.16. Excess Funds
140
Section 10.17. Eligible Lender Trustee
140
Section 10.18. USA PATRIOT Act Notice
140
v
[SLM Bluemont Amended and Restated Note Purchase and Security 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)(iii))
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
[RESERVED]
EXHIBIT L
FORM OF ADVANCE RECONCILIATION STATEMENT
EXHIBIT M
NOTICE ADDRESSES
EXHIBIT N
AMENDMENTS TO SLM CORPORATION'S BANK CREDIT FACILITIES
SCHEDULE 2.01 OUTSTANDING ADVANCES AS OF THE A&R CLOSING DATE
vi
[SLM Bluemont Amended and Restated Note Purchase and Security Agreement]
AMENDED AND RESTATED NOTE PURCHASE AND SECURITY AGREEMENT
THIS AMENDED AND RESTATED NOTE PURCHASE AND SECURITY AGREEMENT (this
"Agreement") is made as of April 24, 2009, 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 MELLON TRUST COMPANY,
NATIONAL ASSOCIATION (formerly known as 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"), 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, CREDIT SUISSE, NEW YORK BRANCH,
the New York branch of a Swiss banking corporation, ROYAL BANK OF CANADA, a
Canadian chartered bank acting through its New