{"identifier":"/us/usc/t20/s1087\u20133","title":20,"num":"\u00a7\u202f1087\u20133.","heading":"Reorganization of Student Loan Marketing Association through formation of Holding Company","text":"\u00a7\u202f1087\u20133.\nReorganization of Student Loan Marketing Association through formation of Holding Company\n(a)\nActions by Association\u2019s Board of Directors\nThe Board of Directors of the Association shall take or cause to be taken all such action as the Board of Directors deems necessary or appropriate to effect, upon the shareholder approval described in subsection (b), a restructuring of the common stock ownership of the Association, as set forth in a plan of reorganization adopted by the Board of Directors (the terms of which shall be consistent with this section) so that all of the outstanding common shares of the Association shall be directly owned by a Holding Company. Such actions may include, in the Board of Director\u2019s discretion, a merger of a wholly owned subsidiary of the Holding Company with and into the Association, which would have the effect provided in the plan of reorganization and the law of the jurisdiction in which such subsidiary is incorporated. As part of the restructuring, the Board of Directors may cause\u2014\n(1) the common shares of the Association to be converted, on the reorganization effective date, to common shares of the Holding Company on a one for one basis, consistent with applicable State or District of Columbia law; and\n(2) Holding Company common shares to be registered with the Securities and Exchange Commission.\n(b)\nShareholder approval\nThe plan of reorganization adopted by the Board of Directors pursuant to subsection (a) shall be submitted to common shareholders of the Association for their approval. The reorganization shall occur on the reorganization effective date, provided that the plan of reorganization has been approved by the affirmative votes, cast in person or by proxy, of the holders of a majority of the issued and outstanding shares of the Association common stock.\n(c)\nTransition\nIn the event the shareholders of the Association approve the plan of reorganization under subsection (b), the following provisions shall apply beginning on the reorganization effective date:\n(1)\nIn general\nExcept as specifically provided in this section, until the dissolution date the Association shall continue to have all of the rights, privileges and obligations set forth in, and shall be subject to all of the limitations and restrictions of,\nsection 1087\u20132 of this title\nsection 1087\u20132 of this title\nsection 1087\u20132(q) of this title\n(2)\nTransfer of certain property\n(A)\nIn general\nExcept as provided in this section, on the reorganization effective date or as soon as practicable thereafter, the Association shall use the Association\u2019s best efforts to transfer to the Holding Company or any subsidiary of the Holding Company (or both), as directed by the Holding Company, all real and personal property of the Association (both tangible and intangible) other than the remaining property. Subject to the preceding sentence, such transferred property shall include all right, title, and interest in\u2014\n(i) direct or indirect subsidiaries of the Association (excluding special purpose funding companies in existence on\nSeptember 30, 1996\n(ii) contracts, leases, and other agreements of the Association;\n(iii) licenses and other intellectual property of the Association; and\n(iv) any other property of the Association.\n(B)\nConstruction\nNothing in this paragraph shall be construed to prohibit the Association from transferring remaining property from time to time to the Holding Company or any subsidiary of the Holding Company, subject to the provisions of paragraph (4).\n(3)\nTransfer of personnel\nOn the reorganization effective date, employees of the Association shall become employees of the Holding Company (or any subsidiary of the Holding Company), and the Holding Company (or any subsidiary of the Holding Company) shall provide all necessary and appropriate management and operational support (including loan servicing) to the Association, as requested by the Association. The Association, however, may obtain such management and operational support from persons or entities not associated with the Holding Company.\n(4)\nDividends\nThe Association may pay dividends in the form of cash or noncash distributions so long as at the time of the declaration of such dividends, after giving effect to the payment of such dividends as of the date of such declaration by the Board of Directors of the Association, the Association\u2019s capital would be in compliance with the capital standards and requirements set forth in\nsection 1087\u20132(r) of this title\n(5)\nCertification prior to dividend\nPrior to the payment of any dividend under paragraph (4), the Association shall certify to the Secretary of the Treasury that the payment of the dividend will be made in compliance with paragraph (4) and shall provide copies of all calculations needed to make such certification.\n(6)\nRestrictions on new business activity or acquisition of assets by Association\n(A)\nIn general\nAfter the reorganization effective date, the Association shall not engage in any new business activities or acquire any additional program assets described in\n(i) student loan purchases through\nSeptember 30, 2007\n(ii) contractual commitments for future warehousing advances, or pursuant to letters of credit or standby bond purchase agreements, which are outstanding as of the reorganization effective date;\n(iii) the Association serving as a lender-of-last-resort pursuant to\nsection 1087\u20132(q) of this title\n(iv) the Association\u2019s purchase of loans insured under this part, if the Secretary, with the approval of the Secretary of the Treasury, enters into an agreement with the Association for the continuation or resumption of the Association\u2019s secondary market purchase program because the Secretary determines there is inadequate liquidity for loans made under this part.\n(B)\nAgreement\nThe Secretary is authorized to enter into an agreement described in clause (iv) of subparagraph (A) with the Association covering such secondary market activities. Any agreement entered into under such clause shall cover a period of 12 months, but may be renewed if the Secretary determines that liquidity remains inadequate. The fee provided under\nsection 1087\u20132(h)(7) of this title\n(7)\nIssuance of debt obligations during the transition period; attributes of debt obligations\nAfter the reorganization effective date, the Association shall not issue debt obligations which mature later than\nSeptember 30, 2008\nsection 1087\u20132(q) of this title\nsection 1087\u20132 of this title\n(8)\nMonitoring of safety and soundness\n(A)\nObligation to obtain, maintain, and report information\nThe Association shall obtain such information and make and keep such records as the Secretary of the Treasury may from time to time prescribe concerning\u2014\n(i) the financial risk to the Association resulting from the activities of any associated person, to the extent such activities are reasonably likely to have a material impact on the financial condition of the Association, including the Association\u2019s capital ratio, the Association\u2019s liquidity, or the Association\u2019s ability to conduct and finance the Association\u2019s operations; and\n(ii) the Association\u2019s policies, procedures, and systems for monitoring and controlling any such financial risk.\n(B)\nSummary reports\nThe Secretary of the Treasury may require summary reports of the information described in subparagraph (A) to be filed no more frequently than quarterly. If, as a result of adverse market conditions or based on reports provided pursuant to this subparagraph or other available information, the Secretary of the Treasury has concerns regarding the financial or operational condition of the Association, the Secretary of the Treasury may, notwithstanding the preceding sentence and subparagraph (A), require the Association to make reports concerning the activities of any associated person whose business activities are reasonably likely to have a material impact on the financial or operational condition of the Association.\n(C)\nSeparate operation of corporations\n(i)\nIn general\nThe funds and assets of the Association shall at all times be maintained separately from the funds and assets of the Holding Company or any subsidiary of the Holding Company and may be used by the Association solely to carry out the Association\u2019s purposes and to fulfill the Association\u2019s obligations.\n(ii)\nBooks and records\nThe Association shall maintain books and records that clearly reflect the assets and liabilities of the Association, separate from the assets and liabilities of the Holding Company or any subsidiary of the Holding Company.\n(iii)\nCorporate office\nThe Association shall maintain a corporate office that is physically separate from any office of the Holding Company or any subsidiary of the Holding Company.\n(iv)\nDirector\nNo director of the Association who is appointed by the President pursuant to\nsection 1087\u20132(c)(1)(A) of this title\n(v)\nOne officer requirement\nAt least one officer of the Association shall be an officer solely of the Association.\n(vi)\nTransactions\nTransactions between the Association and the Holding Company or any subsidiary of the Holding Company, including any loan servicing arrangements, shall be on terms no less favorable to the Association than the Association could obtain from an unrelated third party offering comparable services.\n(vii)\nCredit prohibition\nThe Association shall not extend credit to the Holding Company or any subsidiary of the Holding Company nor guarantee or provide any credit enhancement to any debt obligations of the Holding Company or any subsidiary of the Holding Company.\n(viii)\nAmounts collected\nAny amounts collected on behalf of the Association by the Holding Company or any subsidiary of the Holding Company with respect to the assets of the Association, pursuant to a servicing contract or other arrangement between the Association and the Holding Company or any subsidiary of the Holding Company, shall be collected solely for the benefit of the Association and shall be immediately deposited by the Holding Company or such subsidiary to an account under the sole control of the Association.\n(D)\nEncumbrance of assets\nNotwithstanding any Federal or State law, rule, or regulation, or legal or equitable principle, doctrine, or theory to the contrary, under no circumstances shall the assets of the Association be available or used to pay claims or debts of or incurred by the Holding Company. Nothing in this subparagraph shall be construed to limit the right of the Association to pay dividends not otherwise prohibited under this subparagraph or to limit any liability of the Holding Company explicitly provided for in this section.\n(E)\nHolding Company activities\nAfter the reorganization effective date and prior to the dissolution date, all business activities of the Holding Company shall be conducted through subsidiaries of the Holding Company.\n(F)\nConfidentiality\nAny information provided by the Association pursuant to this section shall be subject to the same confidentiality obligations contained in\nsection 1087\u20132(r)(12) of this title\n(G)\nDefinition\nFor purposes of this paragraph, the term \u201cassociated person\u201d means any person, other than a natural person, who is directly or indirectly controlling, controlled by, or under common control with, the Association.\n(9)\nIssuance of stock warrants\n(A)\nIn general\nOn the reorganization effective date, the Holding Company shall issue to the District of Columbia Financial Responsibility and Management Assistance Authority a number of stock warrants that is equal to one percent of the outstanding shares of the Association, determined as of the last day of the fiscal quarter preceding\n(i) the conversion of Association common stock into Holding Company common stock as part of the plan of reorganization approved by the Association\u2019s shareholders; and\n(ii) any issuance or sale of stock (including issuance or sale of treasury stock), stock split, recapitalization, reorganization, or other corporate event, if agreed to by the Secretary of the Treasury and the Association.\n(B)\nAuthority to sell or exercise stock warrants; deposit of proceeds\nThe District of Columbia Financial Responsibility and Management Assistance Authority is authorized to sell or exercise the stock warrants described in subparagraph (A). The District of Columbia Financial Responsibility and Management Assistance Authority shall deposit into the account established under section 1155(e)\n1\n1 See References in Text note below.\n(10)\nRestrictions on transfer of Association shares and bankruptcy of Association\nAfter the reorganization effective date, the Holding Company shall not sell, pledge, or otherwise transfer the outstanding shares of the Association, or agree to or cause the liquidation of the Association or cause the Association to file a petition for bankruptcy under title 11, without prior approval of the Secretary of the Treasury and the Secretary of Education.\n(d)\nTermination of Association\nIn the event the shareholders of the Association approve a plan of reorganization under subsection (b), the Association shall dissolve, and the Association\u2019s separate existence shall terminate on\n(1)\nEstablishment of a trust\nThe Association shall, under the terms of an irrevocable trust agreement that is in form and substance satisfactory to the Secretary of the Treasury, the Association and the appointed trustee, irrevocably transfer all remaining obligations of the Association to the trust and irrevocably deposit or cause to be deposited into such trust, to be held as trust funds solely for the benefit of holders of the remaining obligations, money or direct noncallable obligations of the United States or any agency thereof for which payment the full faith and credit of the United States is pledged, maturing as to principal and interest in such amounts and at such times as are determined by the Secretary of the Treasury to be sufficient, without consideration of any significant reinvestment of such interest, to pay the principal of, and interest on, the remaining obligations in accordance with their terms. To the extent the Association cannot provide money or qualifying obligations in the amount required, the Holding Company shall be required to transfer money or qualifying obligations to the trust in the amount necessary to prevent any deficiency.\n(2)\nUse of trust assets\nAll money, obligations, or financial assets deposited into the trust pursuant to this subsection shall be applied by the trustee to the payment of the remaining obligations assumed by the trust.\n(3)\nObligations not transferred to the trust\nThe Association shall make proper provision for all other obligations of the Association not transferred to the trust, including the repurchase or redemption, or the making of proper provision for the repurchase or redemption, of any preferred stock of the Association outstanding. Any obligations of the Association which cannot be fully satisfied shall become liabilities of the Holding Company as of the date of dissolution.\n(4)\nTransfer of remaining assets\nAfter compliance with paragraphs (1) and (3), any remaining assets of the trust shall be transferred to the Holding Company or any subsidiary of the Holding Company, as directed by the Holding Company.\n(e)\nOperation of Holding Company\nIn the event the shareholders of the Association approve the plan of reorganization under subsection (b), the following provisions shall apply beginning on the reorganization effective date:\n(1)\nHolding Company Board of Directors\nThe number of members and composition of the Board of Directors of the Holding Company shall be determined as set forth in the Holding Company\u2019s charter or like instrument (as amended from time to time) or bylaws (as amended from time to time) and as permitted under the laws of the jurisdiction of the Holding Company\u2019s incorporation.\n(2)\nHolding Company name\nThe names of the Holding Company and any subsidiary of the Holding Company (other than the Association)\u2014\n(A) may not contain the name \u201cStudent Loan Marketing Association\u201d; and\n(B) may contain, to the extent permitted by applicable State or District of Columbia law, \u201cSallie Mae\u201d or variations thereof, or such other names as the Board of Directors of the Association or the Holding Company deems appropriate.\n(3)\nUse of Sallie Mae name\nSubject to paragraph (2), the Association may assign to the Holding Company, or any subsidiary of the Holding Company, the \u201cSallie Mae\u201d name as a trademark or service mark, except that neither the Holding Company nor any subsidiary of the Holding Company (other than the Association or any subsidiary of the Association) may use the \u201cSallie Mae\u201d name on, or to identify the issuer of, any debt obligation or other security offered or sold by the Holding Company or any subsidiary of the Holding Company (other than a debt obligation or other security issued to and held by the Holding Company or any subsidiary of the Holding Company). The Association shall remit to the account established under section 1155(e)\n1\n(4)\nDisclosure required\nUntil 3 years after the dissolution date, the Holding Company, and any subsidiary of the Holding Company (other than the Association), shall prominently display\u2014\n(A) in any document offering the Holding Company\u2019s securities, a statement that the obligations of the Holding Company and any subsidiary of the Holding Company are not guaranteed by the full faith and credit of the United States; and\n(B) in any advertisement or promotional materials which use the \u201cSallie Mae\u201d name or mark, a statement that neither the Holding Company nor any subsidiary of the Holding Company is a government-sponsored enterprise or instrumentality of the United States.\n(f)\nStrict construction\nExcept as specifically set forth in this section, nothing in this section shall be construed to limit the authority of the Association as a federally chartered corporation, or of the Holding Company as a State or District of Columbia chartered corporation.\n(g)\nRight to enforce\nThe Secretary of Education or the Secretary of the Treasury, as appropriate, may request that the Attorney General bring an action in the United States District Court for the District of Columbia for the enforcement of any provision of this section, or may, under the direction or control of the Attorney General, bring such an action. Such court shall have jurisdiction and power to order and require compliance with this section.\n(h)\nDeadline for reorganization effective date\nThis section shall be of no further force and effect in the event that the reorganization effective date does not occur on or before 18 months after\nSeptember 30, 1996\n(i)\nDefinitions\nFor purposes of this section:\n(1)\nAssociation\nThe term \u201cAssociation\u201d means the Student Loan Marketing Association.\n(2)\nDissolution date\nThe term \u201cdissolution date\u201d means\nSeptember 30, 2008\n(3)\nHolding Company\nThe term \u201cHolding Company\u201d means the new business corporation established pursuant to this section by the Association under the laws of any State of the United States or the District of Columbia for the purposes of the reorganization and restructuring described in subsection (a).\n(4)\nRemaining obligations\nThe term \u201cremaining obligations\u201d means the debt obligations of the Association outstanding as of the dissolution date.\n(5)\nRemaining property\nThe term \u201cremaining property\u201d means the following assets and liabilities of the Association which are outstanding as of the reorganization effective date:\n(A) Debt obligations issued by the Association.\n(B) Contracts relating to interest rate, currency, or commodity positions or protections.\n(C) Investment securities owned by the Association.\n(D) Any instruments, assets, or agreements described in\nsection 1087\u20132(d) of this title\n(E) Except as specifically prohibited by this section or\nsection 1087\u20132 of this title\n(6)\nReorganization\nThe term \u201creorganization\u201d means the restructuring event or events (including any merger event) giving effect to the Holding Company structure described in subsection (a).\n(7)\nReorganization effective date\nThe term \u201creorganization effective date\u201d means the effective date of the reorganization as determined by the Board of Directors of the Association, which shall not be earlier than the date that shareholder approval is obtained pursuant to subsection (b) and shall not be later than the date that is 18 months after\nSeptember 30, 1996\n(8)\nSubsidiary\nThe term \u201csubsidiary\u201d means one or more direct or indirect subsidiaries.","url":"https://projectusc.org/usc/t20/s1087\u20133.html","content":[{"t":"sec","id":"/us/usc/t20/s1087\u20133","children":[{"t":"num","text":"\u00a7\u202f1087\u20133."},{"t":"heading","text":"Reorganization of Student Loan Marketing Association through formation of Holding Company"},{"t":"subsec","id":"/us/usc/t20/s1087\u20133/a","children":[{"t":"num","text":"(a)"},{"t":"heading","text":"Actions by Association\u2019s Board of Directors"},{"t":"chapeau","text":"The Board of Directors of the Association shall take or cause to be taken all such action as the Board of Directors deems necessary or appropriate to effect, upon the shareholder approval described in subsection (b), a restructuring of the common stock ownership of the Association, as set forth in a plan of reorganization adopted by the Board of Directors (the terms of which shall be consistent with this section) so that all of the outstanding common shares of the Association shall be directly owned by a Holding Company. Such actions may include, in the Board of Director\u2019s discretion, a merger of a wholly owned subsidiary of the Holding Company with and into the Association, which would have the effect provided in the plan of reorganization and the law of the jurisdiction in which such subsidiary is incorporated. As part of the restructuring, the Board of Directors may cause\u2014"},{"t":"para","id":"/us/usc/t20/s1087\u20133/a/1","children":[{"t":"num","text":"(1)"},{"t":"content","text":" the common shares of the Association to be converted, on the reorganization effective date, to common shares of the Holding Company on a one for one basis, consistent with applicable State or District of Columbia law; and","tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/a/2","children":[{"t":"num","text":"(2)"},{"t":"content","text":" Holding Company common shares to be registered with the Securities and Exchange Commission.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subsec","id":"/us/usc/t20/s1087\u20133/b","children":[{"t":"num","text":"(b)"},{"t":"heading","text":"Shareholder approval"},{"t":"content","children":[{"t":"p","text":"The plan of reorganization adopted by the Board of Directors pursuant to subsection (a) shall be submitted to common shareholders of the Association for their approval. The reorganization shall occur on the reorganization effective date, provided that the plan of reorganization has been approved by the affirmative votes, cast in person or by proxy, of the holders of a majority of the issued and outstanding shares of the Association common stock.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subsec","id":"/us/usc/t20/s1087\u20133/c","children":[{"t":"num","text":"(c)"},{"t":"heading","text":"Transition"},{"t":"chapeau","text":"In the event the shareholders of the Association approve the plan of reorganization under subsection (b), the following provisions shall apply beginning on the reorganization effective date:"},{"t":"para","id":"/us/usc/t20/s1087\u20133/c/1","children":[{"t":"num","text":"(1)"},{"t":"heading","text":"In general"},{"t":"content","children":[{"t":"p","text":"Except as specifically provided in this section, until the dissolution date the Association shall continue to have all of the rights, privileges and obligations set forth in, and shall be subject to all of the limitations and restrictions of, ","children":[{"t":"ref","text":"section 1087\u20132 of this title","href":"/us/usc/t20/s1087\u20132","tail":", and the Association shall continue to carry out the purposes of such section. The Holding Company and any subsidiary of the Holding Company (other than the Association) shall not be entitled to any of the rights, privileges, and obligations, and shall not be subject to the limitations and restrictions, applicable to the Association under "},{"t":"ref","text":"section 1087\u20132 of this title","href":"/us/usc/t20/s1087\u20132","tail":", except as specifically provided in this section. The Holding Company and any subsidiary of the Holding Company (other than the Association or a subsidiary of the Association) shall not purchase loans insured under this chapter until such time as the Association ceases acquiring such loans, except that the Holding Company may purchase such loans if the Association is merely continuing to acquire loans as a lender of last resort pursuant to "},{"t":"ref","text":"section 1087\u20132(q) of this title","href":"/us/usc/t20/s1087\u20132/q","tail":" or under an agreement with the Secretary described in paragraph (6)."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/c/2","children":[{"t":"num","text":"(2)"},{"t":"heading","text":"Transfer of certain property"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/c/2/A","children":[{"t":"num","text":"(A)"},{"t":"heading","text":"In general"},{"t":"chapeau","text":"Except as provided in this section, on the reorganization effective date or as soon as practicable thereafter, the Association shall use the Association\u2019s best efforts to transfer to the Holding Company or any subsidiary of the Holding Company (or both), as directed by the Holding Company, all real and personal property of the Association (both tangible and intangible) other than the remaining property. Subject to the preceding sentence, such transferred property shall include all right, title, and interest in\u2014"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/2/A/i","children":[{"t":"num","text":"(i)"},{"t":"content","text":" direct or indirect subsidiaries of the Association (excluding special purpose funding companies in existence on ","children":[{"t":"text","text":"September 30, 1996","tail":", and any interest in any government-sponsored enterprise);"}],"tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/2/A/ii","children":[{"t":"num","text":"(ii)"},{"t":"content","text":" contracts, leases, and other agreements of the Association;","tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/2/A/iii","children":[{"t":"num","text":"(iii)"},{"t":"content","text":" licenses and other intellectual property of the Association; and","tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/2/A/iv","children":[{"t":"num","text":"(iv)"},{"t":"content","text":" any other property of the Association.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/c/2/B","children":[{"t":"num","text":"(B)"},{"t":"heading","text":"Construction"},{"t":"content","children":[{"t":"p","text":"Nothing in this paragraph shall be construed to prohibit the Association from transferring remaining property from time to time to the Holding Company or any subsidiary of the Holding Company, subject to the provisions of paragraph (4).","tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/c/3","children":[{"t":"num","text":"(3)"},{"t":"heading","text":"Transfer of personnel"},{"t":"content","children":[{"t":"p","text":"On the reorganization effective date, employees of the Association shall become employees of the Holding Company (or any subsidiary of the Holding Company), and the Holding Company (or any subsidiary of the Holding Company) shall provide all necessary and appropriate management and operational support (including loan servicing) to the Association, as requested by the Association. The Association, however, may obtain such management and operational support from persons or entities not associated with the Holding Company.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/c/4","children":[{"t":"num","text":"(4)"},{"t":"heading","text":"Dividends"},{"t":"content","children":[{"t":"p","text":"The Association may pay dividends in the form of cash or noncash distributions so long as at the time of the declaration of such dividends, after giving effect to the payment of such dividends as of the date of such declaration by the Board of Directors of the Association, the Association\u2019s capital would be in compliance with the capital standards and requirements set forth in ","children":[{"t":"ref","text":"section 1087\u20132(r) of this title","href":"/us/usc/t20/s1087\u20132/r","tail":". If, at any time after the reorganization effective date, the Association fails to comply with such capital standards, the Holding Company shall transfer with due diligence to the Association additional capital in such amounts as are necessary to ensure that the Association again complies with the capital standards."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/c/5","children":[{"t":"num","text":"(5)"},{"t":"heading","text":"Certification prior to dividend"},{"t":"content","children":[{"t":"p","text":"Prior to the payment of any dividend under paragraph (4), the Association shall certify to the Secretary of the Treasury that the payment of the dividend will be made in compliance with paragraph (4) and shall provide copies of all calculations needed to make such certification.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/c/6","children":[{"t":"num","text":"(6)"},{"t":"heading","text":"Restrictions on new business activity or acquisition of assets by Association"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/c/6/A","children":[{"t":"num","text":"(A)"},{"t":"heading","text":"In general"},{"t":"chapeau","text":"After the reorganization effective date, the Association shall not engage in any new business activities or acquire any additional program assets described in ","children":[{"t":"ref","text":"section 1087\u20132(d) of this title","href":"/us/usc/t20/s1087\u20132/d","tail":" other than in connection with\u2014"}]},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/6/A/i","children":[{"t":"num","text":"(i)"},{"t":"content","text":" student loan purchases through ","children":[{"t":"text","text":"September 30, 2007","tail":";"}],"tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/6/A/ii","children":[{"t":"num","text":"(ii)"},{"t":"content","text":" contractual commitments for future warehousing advances, or pursuant to letters of credit or standby bond purchase agreements, which are outstanding as of the reorganization effective date;","tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/6/A/iii","children":[{"t":"num","text":"(iii)"},{"t":"content","text":" the Association serving as a lender-of-last-resort pursuant to ","children":[{"t":"ref","text":"section 1087\u20132(q) of this title","href":"/us/usc/t20/s1087\u20132/q","tail":"; and"}],"tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/6/A/iv","children":[{"t":"num","text":"(iv)"},{"t":"content","text":" the Association\u2019s purchase of loans insured under this part, if the Secretary, with the approval of the Secretary of the Treasury, enters into an agreement with the Association for the continuation or resumption of the Association\u2019s secondary market purchase program because the Secretary determines there is inadequate liquidity for loans made under this part.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/c/6/B","children":[{"t":"num","text":"(B)"},{"t":"heading","text":"Agreement"},{"t":"content","children":[{"t":"p","text":"The Secretary is authorized to enter into an agreement described in clause (iv) of subparagraph (A) with the Association covering such secondary market activities. Any agreement entered into under such clause shall cover a period of 12 months, but may be renewed if the Secretary determines that liquidity remains inadequate. The fee provided under ","children":[{"t":"ref","text":"section 1087\u20132(h)(7) of this title","href":"/us/usc/t20/s1087\u20132/h/7","tail":" shall not apply to loans acquired under any such agreement with the Secretary."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/c/7","children":[{"t":"num","text":"(7)"},{"t":"heading","text":"Issuance of debt obligations during the transition period; attributes of debt obligations"},{"t":"content","children":[{"t":"p","text":"After the reorganization effective date, the Association shall not issue debt obligations which mature later than ","children":[{"t":"text","text":"September 30, 2008","tail":", except in connection with serving as a lender-of-last-resort pursuant to "},{"t":"ref","text":"section 1087\u20132(q) of this title","href":"/us/usc/t20/s1087\u20132/q","tail":" or with purchasing loans under an agreement with the Secretary as described in paragraph (6). Nothing in this section shall modify the attributes accorded the debt obligations of the Association by "},{"t":"ref","text":"section 1087\u20132 of this title","href":"/us/usc/t20/s1087\u20132","tail":", regardless of whether such debt obligations are incurred prior to, or at any time following, the reorganization effective date or are transferred to a trust in accordance with subsection (d)."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/c/8","children":[{"t":"num","text":"(8)"},{"t":"heading","text":"Monitoring of safety and soundness"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/c/8/A","children":[{"t":"num","text":"(A)"},{"t":"heading","text":"Obligation to obtain, maintain, and report information"},{"t":"chapeau","text":"The Association shall obtain such information and make and keep such records as the Secretary of the Treasury may from time to time prescribe concerning\u2014"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/8/A/i","children":[{"t":"num","text":"(i)"},{"t":"content","text":" the financial risk to the Association resulting from the activities of any associated person, to the extent such activities are reasonably likely to have a material impact on the financial condition of the Association, including the Association\u2019s capital ratio, the Association\u2019s liquidity, or the Association\u2019s ability to conduct and finance the Association\u2019s operations; and","tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/8/A/ii","children":[{"t":"num","text":"(ii)"},{"t":"content","text":" the Association\u2019s policies, procedures, and systems for monitoring and controlling any such financial risk.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/c/8/B","children":[{"t":"num","text":"(B)"},{"t":"heading","text":"Summary reports"},{"t":"content","children":[{"t":"p","text":"The Secretary of the Treasury may require summary reports of the information described in subparagraph (A) to be filed no more frequently than quarterly. If, as a result of adverse market conditions or based on reports provided pursuant to this subparagraph or other available information, the Secretary of the Treasury has concerns regarding the financial or operational condition of the Association, the Secretary of the Treasury may, notwithstanding the preceding sentence and subparagraph (A), require the Association to make reports concerning the activities of any associated person whose business activities are reasonably likely to have a material impact on the financial or operational condition of the Association.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/c/8/C","children":[{"t":"num","text":"(C)"},{"t":"heading","text":"Separate operation of corporations"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/8/C/i","children":[{"t":"num","text":"(i)"},{"t":"heading","text":"In general"},{"t":"content","children":[{"t":"p","text":"The funds and assets of the Association shall at all times be maintained separately from the funds and assets of the Holding Company or any subsidiary of the Holding Company and may be used by the Association solely to carry out the Association\u2019s purposes and to fulfill the Association\u2019s obligations.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/8/C/ii","children":[{"t":"num","text":"(ii)"},{"t":"heading","text":"Books and records"},{"t":"content","children":[{"t":"p","text":"The Association shall maintain books and records that clearly reflect the assets and liabilities of the Association, separate from the assets and liabilities of the Holding Company or any subsidiary of the Holding Company.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/8/C/iii","children":[{"t":"num","text":"(iii)"},{"t":"heading","text":"Corporate office"},{"t":"content","children":[{"t":"p","text":"The Association shall maintain a corporate office that is physically separate from any office of the Holding Company or any subsidiary of the Holding Company.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/8/C/iv","children":[{"t":"num","text":"(iv)"},{"t":"heading","text":"Director"},{"t":"content","children":[{"t":"p","text":"No director of the Association who is appointed by the President pursuant to ","children":[{"t":"ref","text":"section 1087\u20132(c)(1)(A) of this title","href":"/us/usc/t20/s1087\u20132/c/1/A","tail":" may serve as a director of the Holding Company."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/8/C/v","children":[{"t":"num","text":"(v)"},{"t":"heading","text":"One officer requirement"},{"t":"content","children":[{"t":"p","text":"At least one officer of the Association shall be an officer solely of the Association.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/8/C/vi","children":[{"t":"num","text":"(vi)"},{"t":"heading","text":"Transactions"},{"t":"content","children":[{"t":"p","text":"Transactions between the Association and the Holding Company or any subsidiary of the Holding Company, including any loan servicing arrangements, shall be on terms no less favorable to the Association than the Association could obtain from an unrelated third party offering comparable services.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/8/C/vii","children":[{"t":"num","text":"(vii)"},{"t":"heading","text":"Credit prohibition"},{"t":"content","children":[{"t":"p","text":"The Association shall not extend credit to the Holding Company or any subsidiary of the Holding Company nor guarantee or provide any credit enhancement to any debt obligations of the Holding Company or any subsidiary of the Holding Company.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/8/C/viii","children":[{"t":"num","text":"(viii)"},{"t":"heading","text":"Amounts collected"},{"t":"content","children":[{"t":"p","text":"Any amounts collected on behalf of the Association by the Holding Company or any subsidiary of the Holding Company with respect to the assets of the Association, pursuant to a servicing contract or other arrangement between the Association and the Holding Company or any subsidiary of the Holding Company, shall be collected solely for the benefit of the Association and shall be immediately deposited by the Holding Company or such subsidiary to an account under the sole control of the Association.","tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/c/8/D","children":[{"t":"num","text":"(D)"},{"t":"heading","text":"Encumbrance of assets"},{"t":"content","children":[{"t":"p","text":"Notwithstanding any Federal or State law, rule, or regulation, or legal or equitable principle, doctrine, or theory to the contrary, under no circumstances shall the assets of the Association be available or used to pay claims or debts of or incurred by the Holding Company. Nothing in this subparagraph shall be construed to limit the right of the Association to pay dividends not otherwise prohibited under this subparagraph or to limit any liability of the Holding Company explicitly provided for in this section.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/c/8/E","children":[{"t":"num","text":"(E)"},{"t":"heading","text":"Holding Company activities"},{"t":"content","children":[{"t":"p","text":"After the reorganization effective date and prior to the dissolution date, all business activities of the Holding Company shall be conducted through subsidiaries of the Holding Company.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/c/8/F","children":[{"t":"num","text":"(F)"},{"t":"heading","text":"Confidentiality"},{"t":"content","children":[{"t":"p","text":"Any information provided by the Association pursuant to this section shall be subject to the same confidentiality obligations contained in ","children":[{"t":"ref","text":"section 1087\u20132(r)(12) of this title","href":"/us/usc/t20/s1087\u20132/r/12","tail":"."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/c/8/G","children":[{"t":"num","text":"(G)"},{"t":"heading","text":"Definition"},{"t":"content","children":[{"t":"p","text":"For purposes of this paragraph, the term \u201cassociated person\u201d means any person, other than a natural person, who is directly or indirectly controlling, controlled by, or under common control with, the Association.","tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/c/9","children":[{"t":"num","text":"(9)"},{"t":"heading","text":"Issuance of stock warrants"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/c/9/A","children":[{"t":"num","text":"(A)"},{"t":"heading","text":"In general"},{"t":"chapeau","text":"On the reorganization effective date, the Holding Company shall issue to the District of Columbia Financial Responsibility and Management Assistance Authority a number of stock warrants that is equal to one percent of the outstanding shares of the Association, determined as of the last day of the fiscal quarter preceding ","children":[{"t":"text","text":"September 30, 1996","tail":", with each stock warrant entitling the holder of the stock warrant to purchase from the Holding Company one share of the registered common stock of the Holding Company or the Holding Company\u2019s successors or assigns, at any time on or before "},{"t":"text","text":"September 30, 2008","tail":". The exercise price for such warrants shall be an amount equal to the average closing price of the common stock of the Association for the 20 business days prior to "},{"t":"text","text":"September 30, 1996","tail":", on the exchange or market which is then the primary exchange or market for the common stock of the Association. The number of shares of Holding Company common stock subject to each stock warrant and the exercise price of each stock warrant shall be adjusted as necessary to reflect\u2014"}]},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/9/A/i","children":[{"t":"num","text":"(i)"},{"t":"content","text":" the conversion of Association common stock into Holding Company common stock as part of the plan of reorganization approved by the Association\u2019s shareholders; and","tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t20/s1087\u20133/c/9/A/ii","children":[{"t":"num","text":"(ii)"},{"t":"content","text":" any issuance or sale of stock (including issuance or sale of treasury stock), stock split, recapitalization, reorganization, or other corporate event, if agreed to by the Secretary of the Treasury and the Association.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/c/9/B","children":[{"t":"num","text":"(B)"},{"t":"heading","text":"Authority to sell or exercise stock warrants; deposit of proceeds"},{"t":"content","children":[{"t":"p","text":"The District of Columbia Financial Responsibility and Management Assistance Authority is authorized to sell or exercise the stock warrants described in subparagraph (A). The District of Columbia Financial Responsibility and Management Assistance Authority shall deposit into the account established under section 1155(e)\u202f","children":[{"t":"ref","text":"1"},{"t":"num","text":"1","tail":"\u202fSee References in Text note below."},{"t":"text","text":"\u202fSee References in Text note below.","tail":" of this title amounts collected from the sale and proceeds resulting from the exercise of the stock warrants pursuant to this subparagraph."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/c/10","children":[{"t":"num","text":"(10)"},{"t":"heading","text":"Restrictions on transfer of Association shares and bankruptcy of Association"},{"t":"content","children":[{"t":"p","text":"After the reorganization effective date, the Holding Company shall not sell, pledge, or otherwise transfer the outstanding shares of the Association, or agree to or cause the liquidation of the Association or cause the Association to file a petition for bankruptcy under title 11, without prior approval of the Secretary of the Treasury and the Secretary of Education.","tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subsec","id":"/us/usc/t20/s1087\u20133/d","children":[{"t":"num","text":"(d)"},{"t":"heading","text":"Termination of Association"},{"t":"chapeau","text":"In the event the shareholders of the Association approve a plan of reorganization under subsection (b), the Association shall dissolve, and the Association\u2019s separate existence shall terminate on ","children":[{"t":"text","text":"September 30, 2008","tail":", after discharge of all outstanding debt obligations and liquidation pursuant to this subsection. The Association may dissolve pursuant to this subsection prior to such date by notifying the Secretary of Education and the Secretary of the Treasury of the Association\u2019s intention to dissolve, unless within 60 days after receipt of such notice the Secretary of Education notifies the Association that the Association continues to be needed to serve as a lender of last resort pursuant to "},{"t":"ref","text":"section 1087\u20132(q) of this title","href":"/us/usc/t20/s1087\u20132/q","tail":" or continues to be needed to purchase loans under an agreement with the Secretary described in subsection (c)(6). On the dissolution date, the Association shall take the following actions:"}]},{"t":"para","id":"/us/usc/t20/s1087\u20133/d/1","children":[{"t":"num","text":"(1)"},{"t":"heading","text":"Establishment of a trust"},{"t":"content","children":[{"t":"p","text":"The Association shall, under the terms of an irrevocable trust agreement that is in form and substance satisfactory to the Secretary of the Treasury, the Association and the appointed trustee, irrevocably transfer all remaining obligations of the Association to the trust and irrevocably deposit or cause to be deposited into such trust, to be held as trust funds solely for the benefit of holders of the remaining obligations, money or direct noncallable obligations of the United States or any agency thereof for which payment the full faith and credit of the United States is pledged, maturing as to principal and interest in such amounts and at such times as are determined by the Secretary of the Treasury to be sufficient, without consideration of any significant reinvestment of such interest, to pay the principal of, and interest on, the remaining obligations in accordance with their terms. To the extent the Association cannot provide money or qualifying obligations in the amount required, the Holding Company shall be required to transfer money or qualifying obligations to the trust in the amount necessary to prevent any deficiency.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/d/2","children":[{"t":"num","text":"(2)"},{"t":"heading","text":"Use of trust assets"},{"t":"content","children":[{"t":"p","text":"All money, obligations, or financial assets deposited into the trust pursuant to this subsection shall be applied by the trustee to the payment of the remaining obligations assumed by the trust.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/d/3","children":[{"t":"num","text":"(3)"},{"t":"heading","text":"Obligations not transferred to the trust"},{"t":"content","children":[{"t":"p","text":"The Association shall make proper provision for all other obligations of the Association not transferred to the trust, including the repurchase or redemption, or the making of proper provision for the repurchase or redemption, of any preferred stock of the Association outstanding. Any obligations of the Association which cannot be fully satisfied shall become liabilities of the Holding Company as of the date of dissolution.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/d/4","children":[{"t":"num","text":"(4)"},{"t":"heading","text":"Transfer of remaining assets"},{"t":"content","children":[{"t":"p","text":"After compliance with paragraphs (1) and (3), any remaining assets of the trust shall be transferred to the Holding Company or any subsidiary of the Holding Company, as directed by the Holding Company.","tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subsec","id":"/us/usc/t20/s1087\u20133/e","children":[{"t":"num","text":"(e)"},{"t":"heading","text":"Operation of Holding Company"},{"t":"chapeau","text":"In the event the shareholders of the Association approve the plan of reorganization under subsection (b), the following provisions shall apply beginning on the reorganization effective date:"},{"t":"para","id":"/us/usc/t20/s1087\u20133/e/1","children":[{"t":"num","text":"(1)"},{"t":"heading","text":"Holding Company Board of Directors"},{"t":"content","children":[{"t":"p","text":"The number of members and composition of the Board of Directors of the Holding Company shall be determined as set forth in the Holding Company\u2019s charter or like instrument (as amended from time to time) or bylaws (as amended from time to time) and as permitted under the laws of the jurisdiction of the Holding Company\u2019s incorporation.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/e/2","children":[{"t":"num","text":"(2)"},{"t":"heading","text":"Holding Company name"},{"t":"chapeau","text":"The names of the Holding Company and any subsidiary of the Holding Company (other than the Association)\u2014"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/e/2/A","children":[{"t":"num","text":"(A)"},{"t":"content","text":" may not contain the name \u201cStudent Loan Marketing Association\u201d; and","tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/e/2/B","children":[{"t":"num","text":"(B)"},{"t":"content","text":" may contain, to the extent permitted by applicable State or District of Columbia law, \u201cSallie Mae\u201d or variations thereof, or such other names as the Board of Directors of the Association or the Holding Company deems appropriate.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/e/3","children":[{"t":"num","text":"(3)"},{"t":"heading","text":"Use of Sallie Mae name"},{"t":"content","children":[{"t":"p","text":"Subject to paragraph (2), the Association may assign to the Holding Company, or any subsidiary of the Holding Company, the \u201cSallie Mae\u201d name as a trademark or service mark, except that neither the Holding Company nor any subsidiary of the Holding Company (other than the Association or any subsidiary of the Association) may use the \u201cSallie Mae\u201d name on, or to identify the issuer of, any debt obligation or other security offered or sold by the Holding Company or any subsidiary of the Holding Company (other than a debt obligation or other security issued to and held by the Holding Company or any subsidiary of the Holding Company). The Association shall remit to the account established under section 1155(e)\u202f","children":[{"t":"text","text":"1","tail":" of this title, $5,000,000, within 60 days of the reorganization effective date as compensation for the right to assign the \u201cSallie Mae\u201d name as a trademark or service mark."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/e/4","children":[{"t":"num","text":"(4)"},{"t":"heading","text":"Disclosure required"},{"t":"chapeau","text":"Until 3 years after the dissolution date, the Holding Company, and any subsidiary of the Holding Company (other than the Association), shall prominently display\u2014"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/e/4/A","children":[{"t":"num","text":"(A)"},{"t":"content","text":" in any document offering the Holding Company\u2019s securities, a statement that the obligations of the Holding Company and any subsidiary of the Holding Company are not guaranteed by the full faith and credit of the United States; and","tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/e/4/B","children":[{"t":"num","text":"(B)"},{"t":"content","text":" in any advertisement or promotional materials which use the \u201cSallie Mae\u201d name or mark, a statement that neither the Holding Company nor any subsidiary of the Holding Company is a government-sponsored enterprise or instrumentality of the United States.","tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subsec","id":"/us/usc/t20/s1087\u20133/f","children":[{"t":"num","text":"(f)"},{"t":"heading","text":"Strict construction"},{"t":"content","children":[{"t":"p","text":"Except as specifically set forth in this section, nothing in this section shall be construed to limit the authority of the Association as a federally chartered corporation, or of the Holding Company as a State or District of Columbia chartered corporation.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subsec","id":"/us/usc/t20/s1087\u20133/g","children":[{"t":"num","text":"(g)"},{"t":"heading","text":"Right to enforce"},{"t":"content","children":[{"t":"p","text":"The Secretary of Education or the Secretary of the Treasury, as appropriate, may request that the Attorney General bring an action in the United States District Court for the District of Columbia for the enforcement of any provision of this section, or may, under the direction or control of the Attorney General, bring such an action. Such court shall have jurisdiction and power to order and require compliance with this section.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subsec","id":"/us/usc/t20/s1087\u20133/h","children":[{"t":"num","text":"(h)"},{"t":"heading","text":"Deadline for reorganization effective date"},{"t":"content","children":[{"t":"p","text":"This section shall be of no further force and effect in the event that the reorganization effective date does not occur on or before 18 months after ","children":[{"t":"text","text":"September 30, 1996","tail":"."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subsec","id":"/us/usc/t20/s1087\u20133/i","children":[{"t":"num","text":"(i)"},{"t":"heading","text":"Definitions"},{"t":"chapeau","text":"For purposes of this section:"},{"t":"para","id":"/us/usc/t20/s1087\u20133/i/1","children":[{"t":"num","text":"(1)"},{"t":"heading","text":"Association"},{"t":"content","children":[{"t":"p","text":"The term \u201cAssociation\u201d means the Student Loan Marketing Association.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/i/2","children":[{"t":"num","text":"(2)"},{"t":"heading","text":"Dissolution date"},{"t":"content","children":[{"t":"p","text":"The term \u201cdissolution date\u201d means ","children":[{"t":"text","text":"September 30, 2008","tail":", or such earlier date as the Secretary of Education permits the transfer of remaining obligations in accordance with subsection (d)."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/i/3","children":[{"t":"num","text":"(3)"},{"t":"heading","text":"Holding Company"},{"t":"content","children":[{"t":"p","text":"The term \u201cHolding Company\u201d means the new business corporation established pursuant to this section by the Association under the laws of any State of the United States or the District of Columbia for the purposes of the reorganization and restructuring described in subsection (a).","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/i/4","children":[{"t":"num","text":"(4)"},{"t":"heading","text":"Remaining obligations"},{"t":"content","children":[{"t":"p","text":"The term \u201cremaining obligations\u201d means the debt obligations of the Association outstanding as of the dissolution date.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/i/5","children":[{"t":"num","text":"(5)"},{"t":"heading","text":"Remaining property"},{"t":"chapeau","text":"The term \u201cremaining property\u201d means the following assets and liabilities of the Association which are outstanding as of the reorganization effective date:"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/i/5/A","children":[{"t":"num","text":"(A)"},{"t":"content","text":" Debt obligations issued by the Association.","tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/i/5/B","children":[{"t":"num","text":"(B)"},{"t":"content","text":" Contracts relating to interest rate, currency, or commodity positions or protections.","tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/i/5/C","children":[{"t":"num","text":"(C)"},{"t":"content","text":" Investment securities owned by the Association.","tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/i/5/D","children":[{"t":"num","text":"(D)"},{"t":"content","text":" Any instruments, assets, or agreements described in ","children":[{"t":"ref","text":"section 1087\u20132(d) of this title","href":"/us/usc/t20/s1087\u20132/d","tail":" (including, without limitation, all student loans and agreements relating to the purchase and sale of student loans, forward purchase and lending commitments, warehousing advances, academic facilities obligations, letters of credit, standby bond purchase agreements, liquidity agreements, and student loan revenue bonds or other loans)."}],"tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t20/s1087\u20133/i/5/E","children":[{"t":"num","text":"(E)"},{"t":"content","text":" Except as specifically prohibited by this section or ","children":[{"t":"ref","text":"section 1087\u20132 of this title","href":"/us/usc/t20/s1087\u20132","tail":", any other nonmaterial assets or liabilities of the Association which the Association\u2019s Board of Directors determines to be necessary or appropriate to the Association\u2019s operations."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/i/6","children":[{"t":"num","text":"(6)"},{"t":"heading","text":"Reorganization"},{"t":"content","children":[{"t":"p","text":"The term \u201creorganization\u201d means the restructuring event or events (including any merger event) giving effect to the Holding Company structure described in subsection (a).","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/i/7","children":[{"t":"num","text":"(7)"},{"t":"heading","text":"Reorganization effective date"},{"t":"content","children":[{"t":"p","text":"The term \u201creorganization effective date\u201d means the effective date of the reorganization as determined by the Board of Directors of the Association, which shall not be earlier than the date that shareholder approval is obtained pursuant to subsection (b) and shall not be later than the date that is 18 months after ","children":[{"t":"text","text":"September 30, 1996","tail":"."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t20/s1087\u20133/i/8","children":[{"t":"num","text":"(8)"},{"t":"heading","text":"Subsidiary"},{"t":"content","children":[{"t":"p","text":"The term \u201csubsidiary\u201d means one or more direct or indirect subsidiaries.","tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"text","text":"\n"},{"t":"text","text":"\n"}]}]}