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EXHIBIT 4.4
Amendment No. 1 dated as of June 25, 1997 to the Trust Agreement dated
as of March 27, 1997, among PNC BANK, NATIONAL ASSOCIATION, as Depositor (the
"Depositor"), The First National Bank of Chicago, as Eligible Lender Trustee
(the "Eligible Lender Trustee") and First Chicago Delaware Inc., as Delaware
Trustee (the "Delaware Trustee").
WHEREAS, the Issuer desires to, among other things, issue an additional
Series of Notes; and
WHEREAS, in connection with the issuance of such additional Series of
Notes the parties hereto desire to make certain amendments to the Trust
Agreement dated as of March 27, 1997 among the Depositor, the Eligible Lender
Trustee and the Delaware Trustee (the "Trust Agreement").
NOW, THEREFORE, the parties hereto agree as follows:
Capitalized but undefined terms used herein shall have the meanings set
forth in the Original Trust Agreement.
SECTION 1. Amendment to Exhibit A. Exhibit A to the Trust Agreement is
hereby amended to read as set forth on Annex A hereto.
SECTION 2. Amendment to Appendix A. Appendix A to the Trust Agreement
is hereby amended to read as set forth in Annex B hereto.
SECTION 3. Separate Counterparts. This Amendment No. 1 may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.
SECTION 4. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.
SECTION 5. Governing Law. This Amendment No. 1 shall be construed in
accordance with the laws of the State of Delaware, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to the Trust Agreement to be duly executed by their respective
officers hereunto duly authorized, as of the day and year first above written.
THE FIRST NATIONAL BANK OF
CHICAGO, as Eligible Lender
Trustee
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
FIRST CHICAGO DELAWARE INC.,
as Delaware Trustee
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
PNC BANK, NATIONAL
ASSOCIATION, as Depositor,
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
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Annex A
FORM OF TRUST CERTIFICATE
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF,
BY PURCHASING THIS TRUST CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE
STATE SECURITIES LAWS AND (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1)-(3)
UNDER THE ACT THAT PURCHASES FOR ITS OWN ACCOUNT, OR (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT.
THIS TRUST CERTIFICATE MAY NOT BE TRANSFERRED DIRECTLY OR INDIRECTLY
TO (1) EMPLOYEE BENEFIT PLANS, RETIREMENT ARRANGEMENTS, INDIVIDUAL RETIREMENT
ACCOUNTS OR XXXXX PLANS SUBJECT TO EITHER TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, OR (2) ENTITIES (INCLUDING INSURANCE COMPANY
GENERAL ACCOUNTS) WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY
SUCH PLAN'S ARRANGEMENTS OR ACCOUNT'S INVESTMENT IN SUCH ENTITIES. FURTHER,
THIS TRUST CERTIFICATE MAY BE TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN
THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
THIS TRUST CERTIFICATE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR
AN INTEREST IN PNC BANK, NATIONAL ASSOCIATION, THE FIRST NATIONAL BANK OF
CHICAGO OR FIRST CHICAGO DELAWARE INC.
THIS TRUST CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.
AS LONG AS THE SERIES 1997-I NOTES ARE OUTSTANDING, THIS TRUST
CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR
WRITTEN CONSENT OF XXXXX XXXXXX MORTGAGE CAPITAL GROUP, INC., WHICH SHALL NOT BE
UNREASONABLY WITHHELD.
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Original Denomination:
Principal Balance:
PNC STUDENT LOAN TRUST I
ASSET BACKED CERTIFICATES
evidencing a fractional undivided interest in the Trust, as defined
below, the property of which includes a pool of student loans sold to
the Trust by PNC Bank, National Association (the "Seller").
THIS CERTIFIES THAT is the registered owner
of a dollars non-assessable, fully-paid, fractional undivided
interest in the PNC Student Loan Trust I (the "Trust"), a business trust formed
under the laws of Delaware by PNC Bank, National Association (the "Depositor").
The Trust was created pursuant to a Trust Agreement dated as of March 27, 1997
and amended as of June 25, 1997 (the "Trust Agreement") between the Depositor
and The First National Bank of Chicago, as eligible lender trustee (the
"Eligible Lender Trustee"), a summary of certain of the pertinent provisions of
which is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in Appendix A
to the Trust Agreement; such Appendix A also contains rules as to usage that
shall be applicable herein.
This Certificate is one of the duly authorized Certificates
designated as "PNC Student Loan Trust I Asset Backed Certificates" (herein
called the "Trust Certificates"). Issued under the Master Indenture dated as of
March 27, 1997, and amended and supplemented on June 25, 1997, between the Trust
and Bankers Trust Company, as Indenture Trustee, will be one or more series of
notes, each series to be issued under a separate terms agreement (such notes
referred to herein as, collectively, the "Notes"). This Trust Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Trust Certificate by
virtue of the acceptance hereof assents and by which such holder is bound. The
property of the Trust includes a pool of student loans (the "Financed Student
Loans"), all moneys paid thereunder on or after the Cut-off Date certain bank
accounts and the proceeds thereof and certain other rights under the Trust
Agreement and the Transfer and Servicing Agreement and all proceeds of the
foregoing. The rights of the holders of the Trust Certificates to the assets of
the Trust are subordinated to the rights of the holders of the Notes, as set
forth in the Transfer and Servicing Agreement.
Under the Trust Agreement, distributions will be made
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on the Trust Certificates on each Quarterly Distribution Date in the manner set
forth in the Trust Agreement and the Transfer and Servicing Agreement.
Each holder of this Trust Certificate acknowledges and agrees
that its rights to receive distributions in respect of this Trust Certificate
from Available Funds and amounts on deposit in the Reserve Account are
subordinated to the rights of the Noteholders as described in the Transfer and
Servicing Agreement and the Indenture.
Each Certificateholder, by its acceptance of a Trust
Certificate, covenants and agrees that such Certificateholder will not at any
time institute against the Depositor or the Trust, or join in any institution
against the Depositor or the Trust, any bankruptcy, reorganization,
arrangement, insolvency, receivership or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Trust Certificates, the
Notes, the Trust Agreement or any of the other Basic Documents.
Each Certificateholder, by its acceptance of a Trust
Certificate, (i) agrees, for federal, state and local income and franchise tax
purposes, to treat the Trust as a partnership, with the assets of the
partnership being the Financed Student Loans and other assets held by the
Trust, the partners of the partnership being the Certificateholders and the
Notes being debt of the partnership, and (ii) acknowledges that the Trust will
file or cause to be filed annual or other necessary returns, reports and other
forms consistent with the characterization of the Trust as a partnership for
federal, state and local and franchise tax purposes and that the Administrator
will not make, or cause to be made, an election under the provisions of
Treasury Regulation Section 301.7701.3 to classify the Trust as an association.
Distributions on this Trust Certificate will be made as
provided in the Trust Agreement by the Eligible Lender Trustee by wire transfer
or by check mailed to the Certificateholder of record in the Certificate
Register without the presentation or surrender of this Trust Certificate or the
making of any notation hereon.
Reference is hereby made to the further provisions of this
Trust Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon shall have
been executed by an authorized representative of the Eligible Lender Trustee or
its authenticating agent, by manual signature, this Trust Certificate shall not
entitle the holder hereof to any benefit under the Trust Agreement or the
Transfer and Servicing Agreement or be valid for any purpose.
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IN WITNESS WHEREOF, the Eligible Lender Trustee on behalf of
the Trust and not in its individual capacity has caused this Trust Certificate
to be duly executed as of the date set forth below.
PNC STUDENT LOAN TRUST I
By: The First National Bank of
Chicago, not in its
individual capacity but
solely as Eligible Lender
Trustee,
By:_____________________________
Authorized Signatory
Date:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Trust Certificates referred to in the
within-mentioned Trust Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, not in its individual
capacity but solely as
Eligible Lender Trustee,
By:_____________________________
Authorized Representative
Date:
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[Reverse of Trust Certificate]
The Trust Certificates do not represent an obligation of, or
an interest in, the Depositor, the Master Servicer, the Administrator, the
Eligible Lender Trustee or any affiliates of any of them, and no recourse may
be had against such parties or their assets, except as may be expressly set
forth herein, in the Trust Agreement or in the other Basic Documents. In
addition, this Trust Certificate is not guaranteed by any governmental agency
or instrumentality and is limited in right of payment to certain collections
respecting the Financed Student Loans, all as more specifically set forth in
the Transfer and Servicing Agreement. A copy of each of the Transfer and
Servicing Agreement and the Trust Agreement may be examined during normal
business hours at the principal office of the Depositor, and at such other
places, if any, designated by the Depositor, by any Certificateholder upon
request.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Transferor and the rights of the Certificateholders under
the Trust Agreement at any time by the Depositor and the Eligible Lender
Trustee with the consent of the Majority Certificateholders. Any such consent
by the holder of this Trust Certificate shall be conclusive and binding on such
holder and on all future holders of this Trust Certificate and of any Trust
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Trust
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the holders of any of the Trust
Certificates.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, the transfer of this Trust Certificate is
registerable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the offices or agencies maintained by The First
National Bank of Chicago in its capacity as Certificate Registrar, or by any
successor Certificate Registrar, accompanied by a written instrument of
transfer in form satisfactory to the Eligible Lender Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Trust
Certificates of authorized denominations evidencing the same aggregate interest
in the Trust will be issued to the designated transferee.
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The Trust Certificates are issuable only as registered Trust
Certificates without coupons in minimum denominations of $1.00 and integral
multiples thereof. As provided in the Trust Agreement and subject to certain
limitations therein set forth, Trust Certificates are exchangeable for new
Trust Certificates of authorized denominations evidencing the same percentage
interest, as requested by the holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange, but the
Eligible Lender Trustee or the Certificate Registrar may require payment of a
sum sufficient to cover any tax or governmental charge payable in connection
therewith.
The Eligible Lender Trustee, the Certificate Registrar and
any agent of the Eligible Lender Trustee and the Certificate Registrar may
treat the person in whose name this Trust Certificate is registered as the
owner hereof for all purposes, and none of the Eligible Lender Trustee or the
Certificate Registrar or any such agent shall be affected by any notice to the
contrary.
This Trust Certificate may not be transferred directly or
indirectly to (1) employee benefit plans, retirement arrangements, individual
retirement accounts or Xxxxx plans subject to either Title I of the Employee
Retirement Income Security Act of 1974, as amended, or Section 4975 of the
Internal Revenue Code of 1986, as amended, or (2) entities (including insurance
company general accounts) whose underlying assets include plan assets by reason
of any such plan's arrangements or account's investment in such entities. By
accepting and holding this Trust Certificate, the Holder hereof shall be deemed
to have represented and warranted that it is not any of the foregoing entities.
This Trust Certificate may not be transferred to any person
who is not a U.S. Person, as such term is defined in Section 7701(a)(30) of the
Internal Revenue Code, as amended.
Each purchaser of the Trust Certificates shall be required,
prior to purchasing a Trust Certificate, to execute the Purchaser's
Representation and Warranty Letter in the form attached to the Trust Agreement
as Exhibit B.
The obligations and responsibilities created by the Trust
Agreement and the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement and the Transfer and Servicing Agreement and the disposition of
all property held as part of the Trust.
This Trust Certificate shall be construed in accordance with
the laws of the State of Delaware, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
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(Please print or type name and address, including postal zip code, of assignee)
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the within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
_______________________________________________________ Attorney to transfer
said Trust Certificate on the books of the Certificate Registrar, with full
power of substitution in the premises.
Dated:
________________________________*
Signature Guaranteed:
________________________________*
* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Trust Certificate in every particular,
without alteration, enlargement or any change whatever. Such signature must be
guaranteed by an approved eligible guarantor institution, an institution which
is a participant in a Securities Transfer Association recognized signature
guarantee program.
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ANNEX B
APPENDIX A
TO THE
TRUST AGREEMENT
DEFINITIONS AND USAGE
Usage
-----
The following rules of construction and usage shall be
applicable to any instrument that is governed by this Appendix:
(a) All terms defined in this Appendix shall have the defined
meanings when used in any instrument governed hereby and in any certificate or
other document made or delivered pursuant thereto unless otherwise defined
therein.
(b) As used herein, in any instrument governed hereby and in
any certificate or other document made or delivered pursuant thereto,
accounting terms not defined in this Appendix or in any such instrument,
certificate or other document, and accounting terms partly defined in this
Appendix or in any such instrument, certificate or other document to the extent
not defined, shall have the respective meanings given to them under generally
accepted accounting principles as in effect on the date of such instrument. To
the extent that the definitions of accounting terms in this Appendix or in any
such instrument, certificate or other document are inconsistent with the
meanings of such terms under generally accepted accounting principles, the
definitions contained in this Appendix or in any such instrument, certificate
or other document shall control.
(c) The words "hereof", "herein", "hereunder" and words of
similar import when used in an instrument refer to such instrument as a whole
and not to any particular provision or subdivision thereof; references in an
instrument to "Article", "Section" or another subdivision or to an attachment
are, unless the context otherwise requires, to an article, section or
subdivision of or an attachment to such instrument; and the term "including"
means "including without limitation".
(d) The definitions contained in this Appendix are equally
applicable to both the singular and plural forms of such terms and to the
masculine as well as to the feminine and neuter genders of such terms.
(e) Any agreement, instrument or statute defined or referred
to below or in any agreement or instrument that is
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governed by this Appendix means such agreement or instrument or statute as from
time to time amended, modified or supplemented, including (in the case of
agreements or instruments) by waiver or consent and (in the case of statutes) by
succession of comparable successor statutes and includes (in the case of
agreements or instruments) references to all attachments thereto and instruments
incorporated therein. References to a Person are also to its permitted
successors and assigns.
Definitions
"Act" has the meaning specified in Section 11.3(a) of the
Indenture.
"Adjustment Payments" has the meaning set forth in Section
2.3(e) of the Transfer and Servicing Agreement.
"Administration Agreement" means the Administration Agreement
dated as of March 27, 1997, among the Issuer, the Indenture Trustee and the
Administrator, as amended from time to time.
"Administration Fee" has the meaning specified in Section 3
of the Administration Agreement.
"Administrator" means PNC Bank, National Association, in its
capacity as administrator of the Issuer and the Financed Student Loans, or any
successor as Administrator under the Transfer and Servicing Agreement.
"Administrator Default" has the meaning specified in Section
8.1(b) of the Transfer and Servicing Agreement.
"Administrator's Certificate" means an Officer's Certificate
of the Administrator delivered pursuant to Section 4.7 of the Transfer and
Servicing Agreement, substantially in the form of Exhibit C thereto and as the
Administrator and the Indenture Trustee may agree.
"Affiliate" means, with respect to any specified Person, any
other Person controlling or controlled by or under common control with such
specified Person. For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
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"AFSA" means the AFSA Data Corporation.
"Authenticating Agent" means the Person appointed by the
Indenture Trustee at the request of the Issuer as Authenticating Agent for the
Notes pursuant to Section 2.3(8) of the Indenture, and any successor
Authenticating Agent for the Notes.
"Authorized Officer" means (i) with respect to the Issuer,
any officer of the Eligible Lender Trustee who is authorized to act for the
Eligible Lender Trustee in matters relating to the Issuer pursuant to the Basic
Documents and who is identified on the list of Authorized Officers delivered by
the Eligible Lender Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter), (ii)
with respect to the Administrator, any officer of the Administrator who is
authorized to act for the Administrator in matters relating to itself or to the
Issuer and to be acted upon by the Administrator pursuant to the Basic
Documents and who is identified on the list of Authorized Officers delivered by
the Administrator to the Indenture Trustee on the Closing Date (as such list
may be modified or supplemented from time to time thereafter), (iii) with
respect to the Transferor, any officer of the Transferor who is authorized to
act for the Transferor in matters relating to or to be acted upon by the
Transferor pursuant to the Basic Documents and who is identified on the list of
Authorized Officers delivered by the Transferor to the Indenture Trustee on the
Closing Date (as such list may be modified or supplemented from time to time
thereafter) and (iv) with respect to a Servicer, any officer of such Servicer
who is authorized to act for such Servicer in matters relating to or to be
acted upon by such Servicer pursuant to the Basic Documents and who is
identified on the list of Authorized Officers delivered by such Servicer to the
Indenture Trustee, on the Closing Date (as such list may be modified or
supplemented from time to time thereafter).
"Available Funds" means, with respect to any Collection
Period, the excess of (A) the sum, without duplication, of the following
amounts with respect to such Collection Period: (i) all collections received by
the Master Servicer or any Servicer on the Financed Student Loans (including
any Guarantee Payments received with respect to the Financed Student Loans)
during such Collection Period; (ii) any payments, including without limitation
Interest Subsidy Payments and Special Allowance Payments, received by the
Eligible Lender Trustee during such Collection Period with respect to Financed
Student Loans; (iii) all proceeds from any sales of Financed Student Loans by
the
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Trust during such Collection Period; (iv) any payments of or with respect to
interest received by the Master Servicer or a Servicer during such Collection
Period with respect to a Financed Student Loan for which a Realized Loss was
previously allocated; (v) the aggregate Purchase Amounts received for those
Financed Students Loans purchased by the Transferor or purchased by the Master
Servicer under an obligation which arose during the related Collection Period;
(vi) the aggregate amounts, if any, received from the Transferor or the Master
Servicer, as the case may be, as reimbursement of non-guaranteed interest
amounts, lost Interest Subsidy Payments and Special Allowance Payments, with
respect to the Financed Student Loans pursuant to Section 3.2 or Section 4.5,
respectively, of the Transfer and Servicing Agreement (vii) all Adjustment
Payments, if any, received from the Transferor during such Collection Period and
(viii) Investments Earnings for such Collection Period over (B) the Issuer
Consolidation Payments for such Collection Period; provided, however, that
Available Funds will exclude all payments and proceeds of any Financed Student
Loans the Purchase Amount of which has been included in Available Funds for a
prior Collection Period, which payments and proceeds shall be paid to the
Transferor, and amounts used to reimburse the Master Servicer for Monthly
Advances pursuant to Section 5.4 of the Transfer and Servicing Agreement. For
any Distribution Date the term Available Funds also includes any Counterparty
Swap Payments received with respect to such Distribution Date.
"Basic Documents" means the Trust Agreement, the Master
Indenture, the Terms Supplement, the Transfer and Servicing Agreement, the
Administration Agreement, the Note Depository Agreement, the Guarantee
Agreements, the Underwriting Agreement and other documents and certificates
delivered in connection with any thereof and all amendments and supplements
thereto.
"Benefit Plan" means any employee benefit plan, retirement
arrangement, individual retirement account or Xxxxx Plan subject to either
Title I of ERISA or Section 4975 of the Code, or any entity (including an
insurance company general account) whose underlying assets include plan assets
by reason of a plan's investment in the entity.
"Book-Entry Note" means a beneficial interest in the Notes,
ownership and transfers of which shall be through book entries by a Securities
Depository as described in Section 2.14 of the Indenture.
"Business Day" means any day other than a Saturday, a Sunday
or a day on which national banking associations or banking
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institutions or trust companies in New York are authorized or obligated by law,
regulation or executive order to remain closed.
"Certificate" means a certificate evidencing the beneficial
interest of a Certificateholder in the Trust, substantially in the form of
Exhibit A to the Trust Agreement.
"Certificate Balance" equals, initially, the Initial
Certificate Balance and, thereafter, equals the Initial Certificate Balance
reduced by all amounts previously distributed to Certificateholders as
principal. In determining whether the Certificateholders which hold
Certificates representing the requisite Certificate Balance have given any
request, demand, authorization, direction, notice, consent or waiver hereunder
or under any other Basic Document, the Certificate Balance shall not include
the principal balance of Certificates owned by the Transferor or any Affiliate
of the Transferor.
"Certificate Distribution Account" means the account
designated as such, established and maintained pursuant to Section 5.1 of the
Transfer and Servicing Agreement.
"Certificate Monthly Advance Account" means the account
designated as such, established and maintained pursuant to Section 5.1 of the
Transfer and Servicing Agreement.
"Certificate Paying Agent" means any paying agent or
co-paying agent appointed pursuant to Section 3.10 of the Trust Agreement,
which shall initially be the Eligible Lender Trustee.
"Certificate Initial Rate" means 7.1875% per annum.
"Certificate Rate" means One-Month LIBOR plus 1.50%.
"Certificate Register" and "Certificate Registrar" means the
register mentioned and the registrar appointed pursuant to Section 3.4 of the
Trust Agreement.
"Certificateholder" means a Person in whose name a
Certificate is registered in the Certificate Register.
"Certificateholders' Distribution Amount" means, with respect
to any Distribution Date, the Certificateholders' Interest Distribution Amount
for such Distribution Date plus, for each Distribution Date on and after the
Notes have been paid in full, the Certificateholders' Principal Distribution
Amount for such Distribution Date.
"Certificateholders' Interest Carryover Shortfall"
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means, with respect to any Quarterly Distribution Date, the excess, if any, of
(i) the sum of the related Certificateholders' Interest Distribution Amount on
the preceding Quarterly Distribution Date and any outstanding
Certificateholders' Interest Carryover Shortfall on such preceding Quarterly
Distribution Date over (ii) the amount of interest actually distributed to such
Certificateholders on such preceding Quarterly Distribution Date, plus interest
on the amount of such excess interest due to such Certificateholders, to the
extent permitted by law, at the related Certificate Rate from such preceding
Quarterly Distribution Date to the current Quarterly Distribution Date.
"Certificateholders' Interest Distribution Amount" means,
with respect to Quarterly Distribution Date, the sum of (i) the amount of
interest accrued at One-Month LIBOR plus 1.50% per annum for each related
Interest Period since the last Quarterly Distribution Date on the outstanding
Certificate Balance on the immediately preceding Quarterly Distribution Date,
after giving effect to all distributions of principal to Certificateholders on
such Quarterly Distribution Date (or, in the case of the first Quarterly
Distribution Date, on the Closing Date) and (ii) the Certificateholders'
Interest Carryover Shortfall for such Quarterly Distribution Date.
"Certificateholders' Principal Carryover Shortfall" means, as
of the close of Quarterly Distribution Date on or after which the Notes have
been paid in full, the excess, if any, of (i) the sum of the
Certificateholders' Principal Distribution Amount on such Quarterly
Distribution Date and any outstanding Certificateholders' Principal Carryover
Shortfall for the preceding Quarterly Distribution Date over (ii) the amount of
principal actually distributed to the Certificateholders on such Quarterly
Distribution Date.
"Certificateholders' Principal Distribution Amount" means, on
each Quarterly Distribution Date on and after the date when the principal
balance of each Class of Notes has been paid in full, the sum of (a) the
Principal Distribution Amount for the three Collection Periods preceding such
Quarterly Distribution Date and (b) the Certificateholders' Principal Carryover
Shortfall as of the close of the preceding Quarterly Distribution Date;
provided, however, that the Certificateholders' Principal Distribution Amount
will in no event exceed the outstanding principal balance of the Certificates.
Further, on the first Quarterly Distribution Date occurring on or after the
Quarterly Distribution Date on which the principal balance of the last
Outstanding Class of Notes is paid in full, the Certificateholders' Principal
Distribution Amount also will
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include the excess, if any, of the amount of principal available to be
distributed on such Quarterly Distribution Date over the amount of principal
paid on the Notes on such date.
"Class" means any class of Notes.
"Class A Notes" means the Class A-1, Class A-2 Notes, Class
A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class A-6 Notes, Class A-7 Notes,
Class A-8 Notes and the Class A-9 Notes.
"Class A-1 Notes" means Notes of the Issuer designated as
"PNC Student Loan Trust I, Series 1997-2, Senior LIBOR Rate Class A-1 Asset
Backed Notes."
"Class A-1 Noteholder" means any Noteholder of the Class A-1
Notes.
"Class A-2 Notes" means Notes of the Issuer designated as
"PNC Student Loan Trust I, Series 1997-2, Senior Fixed Rate Class A-2 Asset
Backed Notes."
"Class A-2 Noteholder" means any Noteholder of the Class A-2
Notes.
"Class A-3 Notes" means Notes of the Issuer designated as
"PNC Student Loan Trust I, Series 1997-2, Senior Fixed Rate Class A-3 Asset
Backed Notes."
"Class A-3 Noteholder" means any Noteholder of the Class A-3
Notes.
"Class A-4 Notes" means Notes of the Issuer designated as
"PNC Student Loan Trust I, Series 1997-2, Senior Fixed Rate Class A-4 Asset
Backed Notes."
"Class A-4 Noteholder" means any Noteholder of the Class A-4
Notes.
"Class A-5 Notes" means Notes of the Issuer designated as
"PNC Student Loan Trust I, Series 1997-2, Senior Fixed Rate Class A-5 Asset
Backed Notes."
"Class A-5 Noteholder" means any Noteholder of the Class A-5
Notes.
"Class A-6 Notes" means Notes of the Issuer designated as
"PNC Student Loan Trust I, Series 1997-2, Senior Fixed Rate Class A-6 Asset
Backed Notes."
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"Class A-6 Noteholder" means any Noteholder of the Class A-6
Notes.
"Class A-7 Notes" means Notes of the Issuer designated as
"PNC Student Loan Trust I, Series 1997-2, Senior Fixed Rate Class A-7 Asset
Backed Notes."
"Class A-7 Noteholder" means any Noteholder of the Class A-7
Notes.
"Class A-8 Notes" means Notes of the Issuer designated as
"PNC Student Loan Trust I, Series 1997-2, Senior LIBOR Rate Class A-8 Asset
Backed Notes."
"Class A-8 Noteholder" means any Noteholder of the Class A-8
Notes.
"Class A-9 Notes" means Notes of the Issuer designated as
"PNC Student Loan Trust I, Series 1997-2, Senior LIBOR Rate Class A-9 Asset
Backed Notes."
"Class A-9 Noteholder" means any Noteholder of the Class A-9
Notes.
"Class B Notes" means Notes of the Issuer designated as "PNC
Student Loan Trust I, Series 1997-2, Subordinate LIBOR Rate Class B Asset
Backed Notes."
"Class B Noteholder" means any Noteholder of the Class B
Notes.
"Class Initial Rate" means, with respect to any Class of
Notes, the rate identified as such in the Terms Supplement.
"Class Interest Rate" means, with respect to any Class of
Notes, the interest rate determined as set forth in the Terms Supplement.
"Closing Date" means June 25, 1997.
"Code" means the Internal Revenue Code of 1986, as amended
from time to time, and Treasury Regulations promulgated thereunder.
"Collection Account" means the account designated as such,
established and maintained pursuant to Section 5.1 of the Transfer and
Servicing Agreement.
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"Collection Period" means, initially, with respect to each of
the Initial Financed Student Loans, the period beginning on the day immediately
succeeding the applicable Cut-off Date and ending on June 30, 1997, inclusive,
and thereafter, the Collection Period means the calendar month immediately
following the end of the previous Collection Period.
"Commission" means the Securities and Exchange Commission.
"Consolidation Loan" means a Federal Loan designated as such,
made by the Transferor to an eligible borrower that represents the refinancing
of student loans to such borrower and his or her spouse in accordance with the
applicable terms and provisions of the Higher Education Act.
"Consolidation Loan Fees" means, as to any Collection Period,
an amount accrued during such Collection Period equal to 1.05% per annum of the
average outstanding principal balance of the Consolidation Loans owned by the
Trust during such Collection Period.
"Consolidation Prepayments" means, on any Exchange Date, the
amount of principal then on deposit in the Collection Account representing
payments received as a result of Financed Student Loans being repaid with the
proceeds of consolidation loans (provided, however, if an Exchange Date occurs
during the month of a Distribution Date, Consolidation Prepayments shall not
include amounts received during the month of such Distribution Date).
"Corporate Trust Office" means (i) with respect to the
Indenture Trustee, the principal office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which office
on the Closing Date is located at Four Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust and Agency Group, Structured Finance Group
(telephone: (000) 000-0000; facsimile: (000) 000-0000) or at such other address
as the Indenture Trustee may designate from time to time by notice to the
Noteholders, the Certificateholder and the Transferor, or the principal
corporate trust office of any successor Indenture Trustee (the address of which
the successor Indenture Trustee will notify the Noteholders and the Transferor)
and (ii) with respect to the Eligible Lender Trustee, the principal corporate
trust office of the Eligible Lender Trustee located at Xxx Xxxxx Xxxxxxxx Xxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx telephone: (312)
000-0000; facsimile (000) 000-0000;] or at such other address as the Eligible
Lender Trustee may designate by notice to the
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Certificateholders and the Transferor, or the principal corporate trust office
of any successor Eligible Lender Trustee (the address of which the successor
Eligible Lender Trustee will notify the Certificateholders and the Transferor).
"Counterparty" means any Person who from time to time is a party to a
Swap Agreement with the Trust, which Persons are initially Deutsche Bank AG,
New York Branch and Xxxxxx Guaranty Trust Company of New York.
"Counterparty Swap Payment" means, as to the Swap Agreements, with
respect to any Quarterly Distribution Date, the excess, if any, of (i) the
aggregate of the amounts accrued during the three Interest Periods immediately
preceding such Quarterly Distribution Date (or, in the case of the first
Quarterly Distribution Date, since the Closing Date) on the Notional Amount of
the Swap Agreements at the fixed rates set forth therein (calculated on the
basis of a year consisting of 12 months of 30 days each) over (ii) the
aggregate amounts payable under the Swap Agreements on such Quarterly
Distribution Date by the Trust to the Counterparties.
"Cut-off Date" means for the Financed Student Loans set forth
on (i) Schedule A-1 to the Transfer and Servicing Agreement, the close of
business on June 6, 1997 and (ii) Schedule A-2 to the Transfer and Servicing
Agreement, the close of business on June 17, 1997.
"Default" means any occurrence that is, or with notice or the
lapse of time or both would become, an Event of Default.
"Deferral Phase" means the period during which the related
borrower is in school and for certain authorized periods as described in the
Higher Education Act.
"Definitive Notes" has the meaning specified in Section 2.14
of the Indenture.
"Delivery" when used with respect to Trust Account Property
means:
(a) with respect to bankers' acceptances, commercial paper,
negotiable certificates of deposit and other obligations that
constitute "instruments" within the meaning of Section 9-105(1)(i) of
the UCC and are susceptible of physical delivery, transfer thereof to
the Indenture Trustee or its nominee or custodian by physical delivery
to the Indenture Trustee or its nominee or custodian endorsed to,
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or registered in the name of, the Indenture Trustee or its nominee or
custodian or endorsed in blank, and, with respect to a certificated
security (as defined in Section 8-102 of the UCC) transfer thereof (i)
by delivery of such certificated security endorsed to, or registered in
the name of, the Indenture Trustee or its nominee or custodian or
endorsed in blank to a financial intermediary (as defined in Section
8-313) of the UCC) and the making by such financial intermediary of
entries on its books and records identifying such certificated
securities as belonging to the Indenture Trustee or its nominee or
custodian and the sending by such financial intermediary of a
confirmation of the purchase of such certificated security by the
Indenture Trustee or its nominee or custodian, or (ii) by delivery
thereof to a "clearing corporation" (as defined in Section 8-102(3) of
the UCC) and the making by such clearing corporation of appropriate
entries on its books reducing the appropriate securities account of the
transferor and increasing the appropriate securities account of a
financial intermediary by the amount of such certificated security, the
identification by the clearing corporation of the certificated
securities for the sole and exclusive account of the financial
intermediary, the maintenance of such certificated securities by such
clearing corporation or a "custodian bank" (as defined in Section
8-102(4) of the UCC) or the nominee of either subject to the clearing
corporation's exclusive control, the sending of a confirmation by the
financial intermediary of the purchase by the Indenture Trustee or its
nominee or custodian of such securities and the making by such
financial intermediary of entries on its books and records identifying
such certificated securities as belonging to the Indenture Trustee or
its nominee or custodian (all of the foregoing, "Physical Property"),
and, in any event, any such Physical Property in registered form shall
be in the name of the Indenture Trustee or its nominee or custodian;
and such additional or alternative procedures as may hereafter become
appropriate to effect the complete transfer of ownership of any such
Trust Account Property to the Indenture Trustee or its nominee or
custodian, consistent with changes in applicable law or regulations or
the interpretation thereof;
(b) with respect to any securities issued by the U.S.
Treasury, the Federal Home Loan Mortgage Corporation or by the Federal
National Mortgage Association that is a book-entry security held
through the Federal Reserve System pursuant to Federal book-entry
regulations, the following procedures, all in accordance with
applicable law, including applicable Federal regulations and Articles
8 and 9 of the
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UCC: book-entry registration of such Trust Account Property to an
appropriate book-entry account maintained with a Federal Reserve Bank
by a financial intermediary which is also a "depository" pursuant to
applicable Federal regulations and issuance by such financial
intermediary of a deposit advice or other written confirmation of such
book-entry registration to the Indenture Trustee or its nominee or
custodian of the purchase by the Indenture Trustee or its nominee or
custodian of such book-entry securities; the making by such financial
intermediary of entries in its books and records identifying such
book-entry security held through the Federal Reserve System pursuant to
Federal book-entry regulations as belonging to the Indenture Trustee or
its nominee or custodian and indicating that such custodian holds such
Trust Account Property solely as agent for the Indenture Trustee or its
nominee or custodian; and such additional or alternative procedures as
may hereafter become appropriate to effect complete transfer of
ownership of any such Trust Account Property to the Indenture Trustee
or its nominee or custodian, consistent with changes in applicable law
or regulations or the interpretation thereof; and
(c) with respect to any item of Trust Account Property that
is an uncertificated security under Article 8 of the UCC and that is
not governed by clause (b) above, registration on the books and
records of the issuer thereof in the name of the financial
intermediary, the sending of a confirmation by the financial
intermediary of the purchase by the Indenture Trustee or its nominee
or custodian of such uncertificated security, the making by such
financial intermediary of entries on its books and records identifying
such uncertificated certificates as belonging to the Indenture Trustee
or its nominee or custodian.
"Department" means the United States Department of Education,
an agency of the Federal government.
"Depositor" means PNC Bank, National Association in its
capacity as Depositor under the Trust Agreement.
"Determination Date" means, with respect to any Distribution
Date, the fifth Business Day preceding such Distribution Date.
"Distribution" means, with respect to any Financed Student
Loan, the amount of the monthly remittance payable to the holder of such
Financed Student Loan in accordance with its terms.
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"Distribution Date" means the 25th day of each January,
April, July and October (or in the case of the Class A-1 Notes, monthly on the
25th day of each month and on July 20, 1998), or if any such day is not a
Business Day, the next succeeding Business Day, in each case commencing July
25, 1997.
"Eligible Deposit Account" means either (a) a segregated
account with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the laws
of the United States of America or any one of the States (or any domestic
branch of a foreign bank), having corporate trust powers and acting as trustee
for funds deposited in such account, so long as any of the securities of such
depository institution have a credit rating from each Rating Agency in one of
its generic rating categories which signifies investment grade. An Eligible
Deposit Account may not be evidenced by a certificate of deposit, passbook or
other instrument.
"Eligible Institution" means an entity which is an
institution whose deposits are insured by the FDIC and the unsecured and
uncollateralized long-term debt obligations of which shall be rated "AA-" or
better by Standard & Poor's, A2 or better by Xxxxx'x, and if rated by Fitch,
"AA" or better by Fitch, or the highest short-term rating by Standard & Poor's,
the highest short term rating by Xxxxx'x and if rated by Fitch, the highest
short term rating by Fitch, and which is either (i) a federal savings
association duly organized, validly existing and in good standing under the
federal banking laws, (ii) an institution duly organized, validly existing and
in good standing under the applicable banking laws of any state, (iii) a
national banking association duly organized, validly existing and in good
standing under the federal banking laws, or (iv) a principal subsidiary of a
bank holding company.
"Eligible Investments" As used herein, Eligible Investments
shall include the following:
(1) Cash (insured at all times by the Federal Deposit Insurance
Corporation);
(2) Direct obligations of (including obligations issued or held
in book entry form on the books of) the Department of the
Treasury of the United States of America;
(3) obligations of any of the following federal agencies which
obligations represent the full faith and credit of the United
States of America, including:
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- Export-Import Bank
- Farm Credit System Financial Assistance Corporation
- Farmers Home Administration
- General Services Administration
- U.S. Maritime Administration
- Small Business Administration
- Government National Mortgage Association (GNMA)
- U.S. Department of Housing & Urban Development (PHA's)
- Federal Housing Administration;
(4) senior debt obligations rated "AAA" by Standard & Poor's,
"Aaa" by Xxxxx'x and if rated by Fitch, "AAA" by Fitch issued
by the Federal National Mortgage Association or the Federal
Home Loan Mortgage Corporation
(5) U.S. dollar denominated deposit accounts, federal funds and
banker's acceptances with domestic commercial banks which
have a rating on their short term certificates of deposit on
the date of purchase of "A-1+" by Standard & Poor's, "P-1" by
Xxxxx'x and if rated by Fitch, "F-1+" by Fitch and maturing
no more than 360 days after the date of purchase (ratings on
holding companies not being considered the rating of the
bank);
(6) commercial paper which is rated at the time of purchase in
the single highest classification, "A-1+" by Standard &
Poor's, "P-1" by Xxxxx'x and if rated by Fitch, "F-1+" by
Fitch and which matures not more than 270 days after the date
of purchase;
(7) Investments in money market funds (including, but not limited
to, money market mutual funds) rated "AAAm" or "AAAm-G" or
better by Standard & Poor's and if rated by Fitch, "AAA" by
Fitch;
(8) investment agreements acceptable to the Rating Agencies,
written confirmation of which shall be furnished to the
Indenture Trustee prior to any such investment; and
(9) other forms of investments acceptable to the Rating Agencies,
written confirmation of which shall be furnished to the
Indenture Trustee prior to any such investment.
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Notwithstanding anything in this Agreement or the Basic Documents to
the contrary, for so long as the Transferor is a Certificateholder, all
investments of the Trust shall be made in investments permissible for a
national bank.
The value of the above investments shall be determined as follows:
a) as to investments the bid and asked prices of which are
published on a regular basis in The Wall Street Journal (or,
if not there, then in The New York Times): the average of the
bid and asked prices for such investments so published on or
most recently prior to such time of determination;
b) as to investments the bid and asked prices of which are not
published on a regular basis in The Wall Street Journal or
The New York Times: the average bid price at such time of
determination for such investments by any two nationally
recognized government securities dealers (selected by the
Indenture Trustee in its absolute discretion) at the time
making a market in such investments or the bid price
published by a nationally recognized pricing service;
c) as to certificates of deposit and bankers acceptances: the
face amount thereof, plus accrued interest; and
d) as to any investment not specified above: the value thereof
established by prior agreement between the Issuer, the
Administrator and the Indenture Trustee.
"Eligible Lender Trustee" means The First National Bank of
Chicago not in its individual capacity but solely as Eligible Lender Trustee
under the Trust Agreement, and its successors and assigns in such capacity.
"Eligible Lender Trustee Fee" has the meaning specified in
Section 8.1 of the Trust Agreement.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
"Event of Default" has the meaning specified in Section 5.1
of the Indenture.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
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"Exchange Date" means, with respect to any Exchanged Student
Loans, the date specified as such in the related Transfer Agreement.
"Exchange Period" means the period commencing on the Closing
Date and ending on June 30, 2002.
"Exchanged Student Loan" means any Federal Loan transferred
to the Eligible Lender Trustee on behalf of the Issuer during the Exchange
Period pursuant to Section 2.2 of the Transfer and Servicing Agreement.
"Executive Officer" means, with respect to any corporation,
the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, any Executive Vice President, any Senior Vice President, any Vice
President, the Secretary, the Controller or the Treasurer of such corporation;
and with respect to any partnership, any general partner thereof.
"Expense Account" means the account designated as such
pursuant to Section 5.1 of the Transfer and Servicing Agreement.
"Expenses" means any and all liabilities, obligations,
losses, damages, taxes, claims, actions and suits, and any and all reasonable
costs, expenses and disbursements (including reasonable legal fees and
expenses) of any kind and nature whatsoever which may at any time be imposed
on, incurred by, or asserted against the Eligible Lender Trustee or any of its
officers, directors or agents in any way relating to or arising out of the
Trust Agreement, the other Basic Documents, the Trust Estate, the
administration of the Trust Estate or the action or inaction of the Eligible
Lender Trustee under the Trust Agreement or the other Basic Documents.
"FDIC" means the Federal Deposit Insurance Corporation.
"Federal Funds Rate" means, for any date of determination,
the Federal funds (effective) rate as published on page 118 of the Dow Xxxxx
Telerate Service (or such other page as may replace that page on that service
for the purpose of displaying comparable rates or prices) on the immediately
preceding Business Day. If no such rate is published on such page on such day,
"Federal Funds Rate" shall mean for any date of determination, the Federal
funds (effective) rate as published by the Federal Reserve Board in the most
recent edition of Federal Reserve Statistical Release No. H.15 (519) that is
available on the Business Day immediately preceding such date.
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"Federal Loan" means a student loan which is a PLUS Loan, SLS
Loan, Consolidation Loan, Xxxxxxxx Loan or Unsubsidized Xxxxxxxx Loan.
"FHLMC" means Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing under Title
III of the Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
"Final Maturity Date" means, with respect to any Note, the
date on which the entire unpaid principal amount of such Note becomes due and
payable as provided in the Terms Supplement.
"Financed Student Loan" means the Federal Loans set forth in
Schedule A-1 and Schedule A-2 to the Transfer and Servicing Agreement and
Schedule A to each Transfer Agreement, as amended or supplemented from time to
time by the Master Servicer to accurately reflect the Financed Student Loans
then subject to the Lien of the Indenture. The Schedule of Financed Student
Loans may be in the form of microfiche or other form of electronic media.
"Financed Student Loan Files" means the documents specified
in Section 3.3 of the Transfer and Servicing Agreement.
"Fitch" means Fitch Investors Service, LP.
"Fixed Rate Notes" means the Class A-2 Notes, the Class A-3
Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes and the
Class A-7 Notes.
"FNMA" means Federal National Mortgage Association, a
federally chartered and privately owned corporation organized and existing
under the Federal National Mortgage Association Charter Act, or any successor
thereto.
"Grace Period" means certain grace periods authorized by the
Higher Education Act during which the related borrower's scheduled payments are
deferred.
"Grant" means mortgage, pledge, bargain, sell, warrant,
alienate, remise, release, convey, assign, transfer, create, and xxxxx x xxxx
upon and a security interest in and right of set-off against, deposit, set over
and confirm pursuant to the Indenture. A Grant of the Trust Estate or of any
other agreement or instrument shall include all rights, powers and options (but
none of the obligations) of the Granting party thereunder, including the
immediate and continuing right to claim for, collect, receive and give receipt
for principal and interest payments in respect
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of the Trust Estate and all other moneys payable thereunder, to give and receive
notices and other communications, to make waivers or other agreements, to
exercise all rights and options, to bring Proceedings in the name of the
Granting party or otherwise and generally to do and receive anything that the
Granting party is or may be entitled to do or receive thereunder or with respect
thereto.
"Guarantee Agreements" means each agreement entered into
between the Eligible Lender Trustee and a Guarantor pursuant to which such
Guarantor guarantees payments on Financed Student Loans.
"Guarantee Payment" means any payment made by a Guaranty
Agency pursuant to a Guarantee Agreement in respect of a Financed Student Loan.
"Guarantor" means the Department, the California Student Aid
Commission, an agency of the State of California, the Florida Department of
Education, an agency of the State of Florida, the Georgia Higher Education
Assistance Corporation, a public non-profit corporation, Great Lakes Higher
Education Corporation, a public non-profit corporation, the Illinois Student
Assistance Commission, an agency of the State of Illinois, the Kentucky Higher
Education Assistance Authority, an agency of the Commonwealth of Kentucky, the
Michigan Higher Education Assistance Authority, an autonomous agency of the
Michigan Department of the Treasury, the New Jersey Higher Education Assistance
Authority, an agency of the State of New Jersey, the New Mexico Student Loan
Guarantee Corporation, a New Mexico non-profit corporation, PHEAA and United
States Aid Funds, Inc. a Delaware non-profit corporation and their respective
successors and assigns.
"Guaranty Agency" means any agency which has an agreement
with the Department of Education to be a guarantor of Federal Loans.
"Higher Education Act" means the Higher Education Act of
1965, as amended, together with any rules, regulations and interpretations
thereunder.
"Indenture" means the Master Indenture and the Terms
Supplement, each as amended or supplemented from time to time.
"Indenture Trust Estate" means all money, instruments, rights
and other property that are, from time to time, subject or intended to be
subject to the Lien and security interest of the Indenture for the benefit of
the Noteholders (including all
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property and interests Granted to the Indenture Trustee), including all proceeds
thereof.
"Indenture Trustee" means Bankers Trust Company, not in its
individual capacity but solely as Indenture Trustee under the Indenture and its
successors and assigns in such capacity.
"Indenture Trustee Fee" has the meaning specified in Section
6.7 of the Master Indenture, as may be amended pursuant to any amendment to the
Terms Supplement.
"Independent" means, when used with respect to any specified
Person, that the Person (a) is in fact independent of the Issuer, any other
obligor upon the Notes, the Transferor and any Affiliate of any of the
foregoing Persons, (b) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor, the
Transferor or any Affiliate of any of the foregoing Persons and (c) is not
connected with the Issuer, any such other obligor, the Transferor or any
Affiliate of any of the foregoing Persons as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.
"Independent Certificate" means a certificate or opinion to
be delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 of the
Master Indenture, made by an Independent appraiser or other expert appointed by
an Issuer Order and approved by the Indenture Trustee in the exercise of
reasonable care, and such opinion or certificate shall state that the signer
has read the definition of "Independent" and that the signer is Independent
within the meaning thereof.
"Individual Note" means a Note of an initial principal amount
equal to $50,000. A Note of an original principal amount in excess thereof
shall be deemed to be a number of Individual Notes equal to the quotient
obtained by dividing such initial principal amount by $50,000, without regard
to fractions.
"Initial Financed Student Loans" has the meaning specified in
Section 2.1 of the Transfer and Servicing Agreement.
"Initial Certificate Balance" means $1,000, representing the
Certificate Balance as of the Closing Date.
"Initial Pool Balance" means $1,014,231,891, representing the
sum of Pool Balance for the Initial Financed Student Loans set forth on
Schedule A-1 as of the applicable Cut-
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off Date and the Pool Balance for the Initial Financed Student Loans set forth
in Schedule A-2 as of the applicable Cut-off Date.
"Insolvency Event" means, with respect to a specified Person,
(a) the filing of a decree or order for relief by a court having jurisdiction
in the premises in respect of such Person or any substantial part of its
property in an involuntary case under any applicable Federal or State
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official for such Person or for any substantial part of its
property, or ordering the winding-up or liquidation of such Person's affairs,
and such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or (b) the commencement by such Person of a voluntary case
under any applicable Federal or State bankruptcy, insolvency or other similar
law now or hereafter in effect, or the consent by such Person to the entry of
an order for relief in an involuntary case under any such law, or the consent
by such Person to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or the making by such
Person of any general assignment for the benefit of creditors, or the failure
by such Person generally to pay its debts as such debts become due, or the
taking of action by such Person in furtherance of any of the foregoing.
"Institution of Higher Education" means an institution of
higher education as defined under the Higher Education Act (20 U.S.C.A. Section
1085(b)).
"Interest Period" has the meaning set forth in the Terms
Supplement.
"Interest Subsidy Payments" means payments, designated as
such, consisting of interest subsidies by the Department in respect of the
Financed Student Loans to the Eligible Lender Trustee on behalf of the Trust in
accordance with the Higher Education Act.
"Investment Earnings" means, with respect to any Distribution
Date, the investment earnings (net of losses and investment expenses) on
amounts on deposit in the Trust Accounts to be deposited into the Collection
Account on or prior to such Distribution Date pursuant to Section 5.1(b) of the
Transfer and Servicing Agreement.
"Issuer" means PNC Student Loan Trust I.
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31
"Issuer Consolidation Payments" has the meaning set forth in
Section 2.3(f) of the Transfer and Servicing Agreement.
"Issuer Order" and "Issuer Request" means a written order or
request signed in the name of the Issuer by any one of its Authorized Officers
and delivered to the Indenture Trustee.
"LIBOR Determination Date" means, with respect to any Class
of Notes or the Certificates for which One-Month LIBOR is being determined
other than for the Initial Period, the applicable Rate Determination Date,
which must be a Business Day and London Banking Day.
"LIBOR Rate" means, with respect to the LIBOR Rate Notes or
the Certificates, the related Class Interest Rate or Certificate Rate, as the
case may be, that results from a determination based on One-Month LIBOR and is
determined as described in the Terms Supplement, the Transfer and Servicing
Agreement or the Trust Agreement, as the case may be.
"LIBOR Rate Notes" means the Class A-1 Notes, the Class A-8
Notes, the Class A-9 Notes and the Class B Notes.
"LIBOR Rate Determination Date" has the meaning set forth in
the Terms Supplement.
"Lien" means a security interest, lien, charge, pledge,
equity or encumbrance of any kind, other than tax liens and any other liens, if
any, which attach to the respective Financed Student Loan by operation of law
as a result of any act or omission by the related Obligor or obligations under
Subservicing Agreements in effect as of the Closing Date.
"London Banking Day" means any Business Day on which dealings
in deposits in United States dollars are transacted in the London interbank
market.
"Majority Certificateholder" means the holders of more than
50% of the Certificate Balance of the Certificates without regard to the
Certificates held by the Depositor.
"Master Indenture" means the Indenture dated as of March 27,
1997 and amended on the Closing Date between the Issuer and the Indenture
Trustee, as further amended or supplemented from time to time.
"Master Servicer" means PNC Bank, National Association, and
its permitted successors and assigns, as Master Servicer of
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the Financed Student Loans under the Transfer and Servicing Agreement.
"Master Servicer Default" means an event specified in Section
8.1(a) of the related Transfer and Servicing Agreement or Supplemental Transfer
and Servicing Agreement.
"Minimum Purchase Price" has the meaning set forth in Section
9.1(b) of the Transfer and Servicing Agreement.
"Monthly Advance" means the amount, if any, advanced by the
Master Servicer pursuant to Section 5.10 of the Transfer and Servicing
Agreement with respect to Guarantee Payments or Interest Subsidy Payments
applied for but not received as of the end of the Collection Period immediately
preceding the date such Monthly Advance is made.
"Monthly Advance Account" means the account designated as
such, established and maintained pursuant to Section 5.1 of the Transfer and
Servicing Agreement.
"Moody's" means Xxxxx'x Investors Service, Inc.
"Net Loan Rate" shall have the meaning set forth in the Terms
Supplement.
"Notes" means the notes issued by the Issuer pursuant to the
Master Indenture and the Terms Supplement.
"Note Depository Agreement" means the agreement dated as of
the Closing Date relating to the Notes among the Issuer, the Indenture Trustee,
the Administrator and the Depository Trust Company, as the initial Securities
Depository.
"Note Distribution Account" means the account designated as
such, established and maintained pursuant to Section 5.1 of the Transfer and
Servicing Agreement.
"Note Owner" means, with respect to a Book Entry Note, the
Person who is the owner of such Book Entry Note, as reflected on the books of
the Securities Depository, or on the books of a Person maintaining an account
with such Securities Depository (directly as Securities Depository Participant
or as an indirect participant, in each case in accordance with the rules of
such Securities Depository).
"Note Register" and "Note Registrar" have the respective
meanings specified in Section 2.6 of the Indenture.
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"Noteholder" means the Person in whose name a Note is
registered in the Note Register.
"Noteholders' Distribution Amount" means, as to any Class of
Notes, with respect to any Distribution Date, the sum of the related
Noteholders' Interest Distribution Amount and the Noteholders' Principal
Distribution Amount for such Distribution Date.
"Noteholders' Interest Carryover" has the meaning set forth
in the Terms Supplement.
"Noteholders' Interest Carryover Shortfall" means, as to any
Class of Notes, with respect to any Distribution Date, the excess of (i) the
sum of the related Noteholders' Interest Distribution Amount on the preceding
Distribution Date and any Noteholders' Interest Carryover Shortfall on such
preceding Distribution Date over (ii) the amount of interest actually allocated
to such Noteholders on such preceding Distribution Date, plus interest on the
amount of such excess interest due to such Noteholders, to the extent permitted
by law, at the related Class Interest Rate from such preceding Note
Distribution Date to the current Distribution Date.
"Noteholders' Interest Distribution Amount" means, as to any
Class of Notes, with respect to any Distribution Date, the sum of (i) the
amount of interest accrued at the respective Class Interest Rate for each
Interest Period since the last Distribution Date for such Class of Notes (or in
the case of the first Distribution Date, the Closing Date) on the outstanding
principal balance of such Class of Notes on the immediately preceding
Distribution Date relating to such Notes after giving effect to all principal
distributions to holders of Notes of such Class on such date (or, in the case
of the first Distribution Date, the Closing Date) and (ii) the Noteholders'
Interest Carryover Shortfall for such Class for such Distribution Date;
provided, however, that the Noteholders' Interest Distribution Amount will not
include any Noteholders' Interest Carryover.
"Noteholders' Principal Carryover Shortfall" means, as of the
close of any Distribution Date, the excess of (i) the sum of the Noteholders'
Principal Distribution Amount on such Distribution Date and any outstanding
Noteholders' Principal Carryover Shortfall for the preceding Distribution Date
over (ii) the amount of principal actually allocated to the Noteholders on such
Distribution Date.
"Noteholders' Principal Distribution Amount" means, as to any
Distribution Date, the sum of (i) the Principal
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Distribution Amount for the three Collection Periods (or with respect to the
Class A-1 Notes, the one Collection Period) immediately preceding the month of
such Distribution Date (ii) any Parity Percentage Payments to be made on such
Distribution Date, (iii) the Noteholders' Principal Carryover Shortfall as of
the close of the preceding Distribution Date and (iv) the amount, if any,
remaining in deposit in the Note Distribution Account following the preceding
Distribution Date; provided, however, that the Noteholders' Principal
Distribution Amount allocable to a Class of Notes will not exceed the
Outstanding Amount of such Class of Notes. In addition, with respect to each
Class of Notes, on the related Final Maturity Date the Noteholders' Principal
Distribution Amount will include the amount required to reduce the Outstanding
Amount of such Notes to zero.
"Notional Amount" means as to any Swap Agreement, with
respect to any Quarterly Distribution Date, the percentage of the original
Outstanding Amount of the related Class of Fixed Rate Notes set forth on the
Scheduled Principal Balance Table for such Class for the Quarterly Distribution
Date immediately preceding such Quarterly Distribution Date (or in the case of
the first Quarterly Distribution Date, the original Outstanding Amount of such
Class).
"Obligor" on a Financed Student Loan means the borrower or
co-borrowers of such Financed Student Loan and any other Person who owes
payments in respect of such Financed Student Loan, including (i) the Guaranty
Agency thereof and (ii) with respect to any Interest Subsidy Payment or Special
Allowance Payment, if any, thereon, the Department.
"Officer's Certificate" means (i) in the case of the Issuer,
a certificate signed by an Authorized Officer of the Issuer, under the
circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.1 of the Indenture, and delivered to the Indenture
Trustee, (ii) in the case of the Transferor, the Master Servicer or the
Administrator, a certificate signed by an Authorized Officer of the Transferor,
the Master Servicer or the Administrator, as appropriate and (iii) in the case
of the Servicer, a certificate signed by an Authorized Officer of the Servicer.
"One-Month LIBOR" means the London interbank offered rate for
deposits in U.S. dollars having a maturity of one month commencing on the
related LIBOR Determination Date (the "Index Maturity") which appears on
Telerate Page 3750 as of 11:00 a.m., London time, on such LIBOR Determination
Date. If such rate does not appear on Telerate Page 3750, the rate for that day
will be determined on the basis of the rates at which deposits in U.S. dollars,
having the Index Maturity and in a principal amount of
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not less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London
time, on such LIBOR Determination Date to prime banks in the London interbank
market by the Reference Banks. The Master Servicer will request the principal
London office of each of such Reference Banks to provide a quotation of its
rate. If at least two such quotations are provided, the rate for that day will
be the arithmetic mean of the quotations. If fewer than two quotations are
provided, the rate for that day will be the arithmetic mean of the rates quoted
by major banks in New York City, selected by the Master Servicer, at
approximately 11:00 a.m., New York City time, on such LIBOR Determination Date
for loans in U.S. dollars to leading European banks having the Index Maturity
and in a principal amount equal to an amount of not less than U.S. $1,000,000;
provided that if the banks selected as aforesaid are not quoting as mentioned in
this sentence, One-Month LIBOR in effect for the applicable Interest Period will
be One-Month LIBOR in effect for the previous Interest Period.
"Opinion of Counsel" means (i) with respect to the Issuer,
one or more written opinions of counsel who may, except as otherwise expressly
provided in the Master Indenture, be employees of or counsel to the Issuer or
Administrator or any of their Affiliates and who shall be reasonably
satisfactory to the Indenture Trustee, and which opinion or opinions shall be
addressed to the Indenture Trustee as Indenture Trustee, shall comply with any
applicable requirements of Section 11.1 of the Master Indenture, and shall be
in form and substance reasonably satisfactory to the Indenture Trustee and (ii)
with respect to the Transferor, the Administrator or the Master Servicer, one
or more written opinions of counsel who may be an employee of or counsel to the
Transferor, the Administrator or the Master Servicer, which counsel shall be
reasonably acceptable to the Indenture Trustee and the Eligible Lender Trustee.
"Outstanding" means, as of the date of determination, all
Notes theretofore authenticated and delivered under the Indenture except:
(i) Notes theretofore canceled by the Note Registrar or delivered
to the Note Registrar for cancellation;
(ii) Notes or portions thereof the payment for which money in the
necessary amount has been theretofore deposited with the Indenture
Trustee or any Paying Agent in trust for the Noteholders thereof
(provided, however, that if such Notes are to be redeemed, notice of
such redemption has been duly given pursuant to the Indenture); and
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(iii) Notes in exchange for or in lieu of other Notes which have
been authenticated and delivered pursuant to the Indenture unless proof
satisfactory to the Indenture Trustee is presented that any such Notes
are held by a bona fide purchaser;
provided that in determining whether the Noteholders of the requisite
Outstanding Amount of the Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or under any other Basic
Document, Notes owned by the Issuer, any other obligor upon the Notes, the
Transferor or any Affiliate of any of the foregoing Persons shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Notes that a Responsible Officer of the Indenture Trustee either actually knows
to be so owned or has received written notice thereof shall be do disregarded.
Notes so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Indenture
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Issuer, any other obligor upon the Notes, the Transferor or
any Affiliate of any of the foregoing Persons.
"Outstanding Amount" means the aggregate principal amount of
all Notes, or Class of Notes or Certificates as applicable, Outstanding at the
date of determination.
"Parity Percentage" means, as of any date of determination,
the fraction expressed as a percentage, the numerator of which is the sum of
(i) the then Pool Balance and (ii) all amounts on deposit in the Collection
Account and the Reserve Account and the denominator of which is the sum of the
aggregate Outstanding Amount of the Notes and the Certificates, accrued and
unpaid interest thereon plus accrued and unpaid Transaction Fees and
Consolidation Loan Fees.
"Parity Percentage Payment" means, with respect to any
Distribution Date, the amount, if any, to be transferred from the Collection
Account to the Note Distribution Account pursuant to Section 5.5(e) of the
Transfer and Servicing Agreement, up to the amount necessary for the Parity
Percentage to equal 102.5% after giving effect to all distributions to be made
on such Distribution Date.
"Participant" means a Securities Depository Participant.
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"Paying Agent" means the Indenture Trustee or any other
Person that meets the eligibility standards for the Indenture Trustee specified
in Section 6.11 of the Master Indenture and is authorized by the Issuer to make
the payments to and distributions from the Collection Account and payments of
principal of and interest and any other amounts owing on the Notes on behalf of
the Issuer.
"Person" means any individual, corporation, estate,
partnership, joint venture, association, joint stock company, trust (including
any beneficiary thereof), unincorporated organization or government or any
agency or political subdivision thereof.
"PHEAA" means the Pennsylvania Higher Education Assistance
Agency.
"Physical Property" has the meaning assigned to such term in
the definition of "Delivery" above.
"Pledged Account or Fund" means the Collection Account, the
Reserve Account, the Note Distribution Account and the Certificate Distribution
Account.
"PLUS Loan" means a Federal Loan made pursuant to the
provisions of the PLUS program established under Section 428B of the Higher
Education Act (or predecessor provisions).
"Pool Balance" means, at any time, the aggregate principal
balance of the Financed Student Loans at the end of the preceding Collection
Period (including accrued interest thereon for such Collection Period to the
extent such interest will be capitalized), after giving effect to the
following, without duplication: (i) all payments in respect of principal
received by the Trust during such Collection Period from or on behalf of
borrowers and Guarantors and, with respect to certain payments on certain
Financed Student Loans, the Department, (ii) the principal portion of all
Purchase Amounts received by the Trust for such Collection Period and (iii) any
Exchanged Student Loans acquired conveyed to the Trust and any Financed Student
Loans conveyed by the Trust during such Collection Period, in each case
pursuant to Sections 2.2 and 2.3(e).
"PP Loans" means all Xxxxxxxx Loans and Unsubsidized Xxxxxxxx
Loans with a first disbursement made by the Transferor on or after July 1,
1996.
"PP Program" means the PNC Bank Preferred Payment Program.
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"Predecessor Note" means, with respect to any particular
Note, every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition, any
Note authenticated and delivered under Section 2.7 of the Master Indenture and
in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.
"Primary Servicer" means, with respect to any Financed
Student Loan, the entity responsible for the primary servicing of such Financed
Student Loan on a day to day basis, it being understood that where a
subservicer appointed in accordance with the terms of the Transfer and
Servicing Agreement has responsibility for servicing a Financed Student Loan,
such subservicer and not the Master Servicer shall be the Primary Servicer with
respect such Financed Student Loan.
"Principal Distribution Amount" means, with respect to any
Collection Period, the excess of (A) the sum, without duplication, of the
following amounts: (i) that portion of all collections received by the Master
Servicer or any Servicer on the Financed Student Loans that is allocable to
principal (including the portion of any Guarantee Payments received that is
allocable to principal of the Financed Student Loans); (ii) the portion of the
proceeds allocable to principal from the sale of Financed Student Loans by the
Trust during such Collection Period; (iii) all Realized Losses incurred during
such Collection Period; (iv) to the extent attributable to principal, the
Purchase Amount received with respect to each Financed Student Loan repurchased
by the Transferor or purchased by the Master Servicer under an obligation which
arose during the related Collection Period; and (v) the Adjustment Payments, if
any, received from the Transferor during such Collection Period over (B) the
Issuer Consolidation Payments for such Collection Period; provided, however,
that the Principal Distribution Amount will exclude all payments and proceeds
of any Financed Student Loans the Purchase Amount of which has been included in
Available Funds for a prior Collection Period.
"Principal Factor" means, as of any Distribution Date for
each Class of Notes, a seven-digit decimal figure equal to the Outstanding
Amount of such Class of Notes (after giving effect to any payments of principal
made on such Distribution Date) divided by the original Outstanding Amount of
such Class. The Principal Factor will be 1.0000000 for each Class of Notes as
of the Closing Date; thereafter, the Principal Factor for each Class of Notes
will decline to reflect reductions in the outstanding principal balance of such
Class.
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"Proceeding" means any suit in equity, action at law or other
judicial or administrative proceeding.
"Purchase Amount" means, as to any Financed Student Loan on
any date of determination, the amount required to prepay in full the
outstanding principal balance of such Financed Student Loan as of the last day
of the most recently completed Collection Period, including all accrued but
unpaid interest thereon (including interest to be capitalized) through the last
day of the Collection Period in which such Financed Student Loan is being
purchased.
"Purchased Student Loan" means a Financed Student Loan
purchased pursuant to Section 4.5 of the Transfer and Servicing Agreement or
repurchased pursuant to Section 3.2 of the Transfer and Servicing Agreement.
"Qualified Letter of Credit" means a letter of credit
delivered or to be delivered to the Indenture Trustee in lieu of a deposit of
cash or Eligible Investments in the Reserve Account for such Class or Series,
which letter of credit shall
(a) be irrevocable and name the Indenture Trustee, in
its capacity as such, as the sole beneficiary thereof;
(b) be issued by a bank whose credit standing is
acceptable to each of the rating agencies which are rating or
have rated the Notes of such Series;
(c) provide that if at any time the then current credit
standing of the issuing bank is such that the continued
reliance on such letter of credit for the purpose or purposes
for which it was originally delivered to the Indenture Trustee
would result in a downgrading of any rating of the Notes of
such Class or Series, the Indenture Trustee may either draw
under such letter of credit any amount up to and including the
entire amount then remaining available for drawing thereunder
or terminate such letter of credit;
(d) be transferable to any successor trustee hereunder
with respect to such Class or Series; and
(e) meet such other standards as may be specified in the
Terms Supplement.
"Qualified Institutional Buyer" has the meaning ascribed to
such term in Rule 144A under the Securities Act.
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"Quarterly Distribution Date" means, the 25th day of each
January, April, July, and October or if such day is not a Business Day, the
next succeeding Business Day, commencing July 25, 1997.
"Rate Determination Date" means for the LIBOR Rate Notes and
the Certificates, the date which is both two Business Days and two London
Business Days preceding the related Rate Adjustment Date.
"Rating Agency" means Xxxxx'x, Standard & Poor's and Fitch.
If no such organization or successor is any longer in existence, "Rating
Agency" shall be a nationally recognized statistical rating organization or
other comparable Person designated by the Transferor, notice of which
designation shall be given to the Indenture Trustee, the Eligible Lender
Trustee and the Servicer.
"Rating Agency Condition" means, with respect to any action,
that each Rating Agency shall have been given 10 days' prior notice thereof and
that each of the Rating Agencies shall have notified the Transferor, the Master
Servicer, the Eligible Lender Trustee and the Indenture Trustee in writing that
such action will not result in and of itself in a reduction or withdrawal of
the then current ratings of each Class of Notes.
"Realized Loss" means, for each Financed Student Loan
submitted to a Guarantor for a Guarantee Payment, the excess, if any, of (i)
the unpaid principal balance of such Financed Student Loan on the date it was
first submitted to a Guarantor for a Guarantee Payment over (ii) all amounts
received on or with respect to principal on such Financed Student Loan
(including amounts received pursuant to Sections 3.2 and 4.5 of the Transfer
and Servicing Agreement) up through the earlier to occur of (A) the date a
related Guarantee Payment is made or (B) the last day of the Collection Period
occurring 12 months after the date the claim for such Guarantee Payment is
first denied.
"Record Date" means, with respect to a Distribution Date, the
close of business on the second Business Day preceding such Distribution Date.
"Reference Bank" means a leading bank (i) engaged in
transactions in Eurodollar deposits in the international Eurocurrency market,
(ii) not controlling, controlled by or under common control with the
Administrator or the Transferor and (iii) having an established place of
business in London.
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"Related Financed Student Loan File" has the meaning
specified in Section 3.8(a) of the Transfer and Servicing Agreement.
"Repayment Phase" means the period during which the related
borrower is required to make payments of principal and interest on the related
Financed Student Loan.
"Requisite Amount" means, with respect to any Series for
which a Reserve Account is required to be maintained, an amount specified in or
determined pursuant to the Terms Supplement.
"Reserve Account" means the account designated as such,
established and maintained pursuant to Section 5.1 of the related Transfer and
Servicing Agreement.
"Reserve Account Initial Deposit" means, $10,300,000.
"Responsible Officer" means, with respect to the Indenture
Trustee, any officer within the Corporate Trust Office of the Indenture Trustee
with direct responsibility for the administration of the Indenture and the
other Basic Documents on behalf of the Indenture Trustee, including any
Managing Director, Vice President, Assistant Vice President, Assistant
Treasurer, Assistant Secretary, or any other officer of the Indenture Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.
"Schedule of Financed Student Loans" means the master listing
of the Financed Student Loans set forth in Schedule A-1 and Schedule A-2 to the
Transfer and Servicing Agreement and Schedule A to each Transfer Agreement, in
each case as from time to time amended or supplemented to reflect the Financed
Student Loans then subject to the Lien of the Indenture. The Schedule of
Financed Student Loans may be in the form of microfiche or in the form of
electronic media.
"Scheduled Principal Balance Table" means the Scheduled
Principal Balance Table set forth on Schedule C to the Transfer and Servicing
Agreement.
"Securities Act" means the Securities Act of 1933, as
amended.
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"Securities Depository" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act.
"Securities Depository Participant" means a broker, dealer,
bank, other financial institution or other Person for whom from time to time a
Securities Depository effects book-entry transfers and pledges of securities
deposited with the Securities Depository.
"Senior Notes" means the Class A Notes.
"Senior Noteholder" means the holder of a Senior Note.
"Serial Loan" means a Financed Student Loan that is serial to
a student loan owned by a third party.
"Series" means a separate Series of Notes issued pursuant to
the Master Indenture, which Series may, as provided in the Terms Supplement, be
divided into two or more Classes.
"Series 1997-2 Notes" means the Notes designated as the
Issuer's Asset-Backed Notes, Series 1997-2, issued pursuant to the terms of the
Master Indenture and the Terms Supplement and having an original principal
amount equal to $1,030,000,000.
"Servicer" means AFSA, USA Group, PHEAA or, subject to
satisfying the Rating Agency Condition, another entity appointed by the Master
Servicer to service the Financed Student Loans, in its capacity as servicer of
the Financed Student Loans.
"Servicer's Report" means any report of the Master Servicer
delivered pursuant to Section 4.8(a) of the Transfer and Servicing Agreement,
substantially in the form acceptable to the Administrator.
"Servicing Fee" means a quarterly fee in an amount equal to
1.00% of the average Pool Balance as of the last day of each of the three
Collection Periods immediately preceding such Quarterly Distribution Date.
"SLS Loan" means a Federal Loan designated as such that is
made under the Supplemental Loans for Students Program pursuant to the Higher
Education Act.
"Special Allowance Payments" means payments, designated as
such, consisting of effective interest subsidies by the Department in respect
of the Financed Student Loans to the Eligible Lender Trustee on behalf of the
Trust in accordance with the Higher Education Act.
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"Specified Reserve Account Balance" means, with respect to
any Distribution Date, an amount equal to the greater of (i) 1.00% of the sum
of the Outstanding Amount of the Notes and the Certificate Balance on such
Distribution Date, after giving effect to all payments to be made on such date;
or (ii) $1,000,000; provided, however, that such balance shall not exceed the
sum of the aggregate Outstanding Amount of the Notes and the Certificate
Balance.
"Xxxxxxxx Loan" means a student loan designated as such that
is made under ss. 428 of the Higher Education Act (excluding Unsubsidized
Xxxxxxxx Loans).
"Standard & Poor's" means Standard & Poor's Rating Services,
a division of The XxXxxx-Xxxx Companies, Inc., and its successors and assigns.
"State" means any one of the 00 Xxxxxx xx xxx Xxxxxx Xxxxxx
xx Xxxxxxx or the District of Columbia.
"Subcustodian" has the meaning specified in Section 3.8 of
the Transfer and Servicing Agreement.
"Subordinated Notes" means the Class B Notes.
"Subordinated Noteholder" means any Noteholder of a
Subordinated Note.
"Subsequent Cut-off Date" means the day as to which principal
and interest accruing with respect to an Exchanged Student Loan are transferred
to the Eligible Lender Trustee on behalf of the Issuer pursuant to Section 2.2
of the Transfer and Servicing Agreement.
"Subservicing Agreement" has the meaning specified in Section
4.13 of the Transfer and Servicing Agreement.
"Successor Administrator" has the meaning specified in
Section 3.7(e) of the Indenture.
"Successor Master Servicer" has the meaning specified in
Section 3.7(e) of the Indenture.
"Swap Agreements" mean the ISDA Master Agreement dated as of
June 20, 1997, between Deutsche Bank AG, New York Branch, and the Issuer; and
the ISDA Master Agreement dated as of June 20, 1997, between Xxxxxx Guaranty
Trust Company of New York and the Issuer, in each case including the schedules
attached thereto and the confirmations issued in connection therewith, and any
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similar agreement subsequently entered into by the Trust, as each may be
amended, supplemented or otherwise modified from time to time.
"Swap Termination Payments" means termination payments, if
any, owed by the Trust under the Swap Agreements.
"Telerate Page 3750" means the display page so designated on
the Dow Xxxxx Telerate Service (or such other page as may replace that page on
that service for the purpose of displaying comparable rates or prices).
"Terms Supplement" means, the Second Terms Supplement to the
Indenture dated as of June 25, 1997 between the Issuer and The Indenture
Trustee.
"Transaction Fees" means, collectively, the Servicing Fee,
the Administration Fee, Indenture Trustee Fee and the Eligible Lender Trustee
Fee.
"Transfer Agreement" has the meaning set forth in Section
2.2(b) of the Transfer and Servicing Agreement.
"Transfer and Servicing Agreement" means the Transfer and
Servicing Agreement dated as of June 25, 1997, among the Issuer, the
Transferor, the Administrator, the Eligible Lender Trustee and the Master
Servicer, as amended from time to time.
"Transferor" means PNC Bank, National Association.
"Treasury Regulations" means regulations, including proposed
or temporary regulations, promulgated under the Code. References in any
document or instrument to specific provisions of proposed or temporary
regulations shall include analogous provisions of final Treasury Regulations or
other successor Treasury Regulations.
"Trust" means the Issuer, established pursuant to the Trust
Agreement.
"Trust Account Property" means the Trust Accounts, all
amounts and investments held from time to time in any Trust Account (whether in
the form of deposit accounts, Physical Property, book-entry securities,
uncertificated securities or otherwise), including the Reserve Account Initial
Deposit, if any, and all proceeds of the foregoing.
"Trust Accounts" has the meaning specified in Section 5.1 of
the Transfer and Servicing Agreement.
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"Trust Agreement" means the Trust Agreement dated as of March
27, 1997 and amended on the Closing Date, between the Depositor and the
Eligible Lender Trustee, as further amended and supplemented from time to time.
"Trust Certificate" means a Certificate.
"Trust Certificateholder" means a person in whose name a
Trust Certificate is registered in the Certificate Register.
"Trust Estate" means all right, title and interest of the
Trust (or the Eligible Lender Trustee on behalf of the Trust) in and to (i) the
property and rights assigned to the Trust pursuant to Article II of the
Transfer and Servicing Agreement and each Transfer Agreement, (ii) the Swap
Agreements, (iii) all funds on deposit from time to time in the Trust Accounts
and (iv) all other property of the Trust from time to time, including any
rights of the Eligible Lender Trustee and the Trust pursuant to the Transfer
and Servicing Agreement, the Administration Agreement and the other Basic
Documents.
"Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939 as in force on the date hereof, unless otherwise specifically provided.
"Trust Swap Payment" means, as to the Swap Agreements with
respect to any Quarterly Distribution Date, the excess, of (i) the aggregate
amount accrued on the Notional Amounts of the Swap Agreements during the three
Interest Periods immediately preceding such Quarterly Distribution Date (or in
the case of the first Distribution Date, since the Closing Date) pursuant to
the Swap Agreements over (ii) the aggregate amount payable under the Swap
Agreements on such Quarterly Distribution Date by each Counterparty to the
Trust.
"UCC" means, unless the context otherwise requires, the
Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended
from time to time.
"Unsubsidized Xxxxxxxx Loan" means a Federal Loan designated
as such that is made under Section 428H of the Higher Education Act.
"USA Group" means USA Group Loan Services, Inc.
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