10.06.
Governing Law
133
Section 10.07.
Submission to Jurisdiction; Waiver of Jury Trial; Appointment of Service Agent
134
Section 10.08.
Costs and Expenses
134
Section 10.09.
Bankruptcy Non-Petition and Limited Recourse
135
Section 10.10.
Recourse Against Certain Parties
135
Section 10.11.
Execution in Counterparts; Severability
136
Section 10.12.
Confidentiality
136
Section 10.13.
Section Titles
138
Section 10.14.
Entire Agreement
138
Section 10.15.
No Petition
138
Section 10.16.
Excess Funds
139
Section 10.17.
Eligible Lender Trustee
139
Section 10.18.
USA PATRIOT Act Notice
139
v
[SLM Bluemont 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
vi
[SLM Bluemont Note Purchase and Security Agreement]
NOTE PURCHASE AND SECURITY AGREEMENT
THIS NOTE PURCHASE AND SECURITY AGREEMENT (this "Agreement") is made as of
January 15, 2010, 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, 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, ALPINE
SECURITIZATION CORPORATION, a Delaware corporation, and ROYAL BANK OF CANADA, a
Canadian chartered bank acting through its New York Branch, each as agent on
behalf of its related LIBOR Lender and/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