Waiver; Remedies; Limitation of Liability
135
Section 10.04.
Successors and Assigns; Binding Effect
136
Section 10.05.
Termination and Survival
142
Section 10.06.
Governing Law
142
iv
[SLM Amended and Restated Bluemont Note Purchase and Security Agreement]
Section 10.07.
Submission to Jurisdiction; Waiver of Jury Trial; Appointment of Service Agent
142
Section 10.08.
Costs and Expenses
143
Section 10.09.
Bankruptcy Non-Petition and Limited Recourse
143
Section 10.10.
Recourse Against Certain Parties
144
Section 10.11.
Execution in Counterparts; Severability
145
Section 10.12.
Confidentiality
145
Section 10.13.
Section Titles
147
Section 10.14.
Entire Agreement
147
Section 10.15.
No Petition
147
Section 10.16.
Excess Funds
147
Section 10.17.
Eligible Lender Trustee
148
Section 10.18.
USA PATRIOT Act Notice
148
Section 10.19.
Risk Retention
148
v
[SLM Amended and Restated 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
SCHEDULE 2.01
OUTSTANDING ADVANCES AS OF THE A&R CLOSING DATE
vi
[SLM Amended and Restated Bluemont 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 January 13, 2012, 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 LLC
(formerly known as J.P. MORGAN SECURITIES INC.) and MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED (as successor by merger to 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 AG, NEW YORK
BRANCH, the New York branch of a Swiss banking 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