Exhibit 99.6
CUSTODY AGREEMENT
This CUSTODY AGREEMENT (this "Agreement"), dated as of _______ _, 2002, by
and among SLC Student Loan Trust-I (the "Issuer"), Bankers Trust Company, as an
eligible lender trustee on behalf of the Issuer (the "Eligible Lender Trustee"),
Bankers Trust Company, as Indenture Trustee (the "Indenture Trustee") and [Name
of Servicer or Sub-Servicer], a [State] corporation (the "Custodian")
(collectively, the "Parties").
W I T N E S S E T H:
Whereas, the Issuer and the Eligible Lender Trustee desire to retain and
employ the Custodian to act, and the Custodian is willing to act, as custodian
of certain Student Loan Notes (as defined below) for the benefit of the
Indenture Trustee on behalf of the Noteholders and various other secured parties
described in the Indenture (as defined below) (collectively, the "Secured
Parties").
Whereas, the Parties desire to set forth the Custodian's duties as
custodian.
Now, Therefore, in consideration of the premises and the mutual promises
set forth herein, the Parties agree as follows:
1. The Issuer or the Eligible Lender Trustee on behalf of the Issuer or
one of their respective affiliates shall, from time to time, deliver to the
Custodian certain student loan notes and other related documents (collectively,
the "Student Loan Notes"), which such Student Loan Notes shall, from time to
time, be (i) transferred and assigned by The Student Loan Corporation to SLC
Student Loan Receivables I, Inc. (the "Transferor") or the Eligible Lender
Trustee on behalf of the Transferor and by the Transferor or the Eligible Lender
Trustee on behalf of the Transferor to the Issuer or the Eligible Lender Trustee
on behalf of the Issuer and (ii) transferred by the Issuer or the Eligible
Lender Trustee on behalf of the Issuer to the Indenture Trustee in connection
with the financing of such Student Loan Notes, as set forth in the Indenture,
dated as of _____ _, 2002 (as may be amended, supplemented or otherwise modified
from time to time, the "Indenture"), among the Issuer, the Indenture Trustee and
the Eligible Lender Trustee. The Issuer does hereby retain and employ the
Custodian as custodian for the purpose of maintaining an account on the
Indenture Trustee's behalf (for the benefit of the Noteholders' and other
Secured Parties) and holding therein such Student Loan Notes as shall be
received by the Custodian from the Issuer or the Eligible Lender Trustee. The
Student Loan Notes will be held by the Custodian in a locked secure place in the
offices of the Custodian.
2. The Custodian shall provide a receipt upon delivery of the Student Loan
Notes and will provide a report of any discrepancies to the Issuer and the
Indenture Trustee within five (5) business days after delivery.
3. The Custodian shall not release any Student Loan Notes except with the
written consent of the Indenture Trustee (or such other person or persons
designated by the Indenture Trustee to the Custodian in writing from time to
time). Upon an appropriate receipt of such written instructions for each
withdrawal, the Custodian shall deliver the withdrawn Student Loan Notes to the
Indenture Trustee (or as otherwise instructed by the Issuer with the written
consent of the Indenture Trustee).
4. No modification of this Agreement shall be valid unless made by written
agreement, executed and approved by the Parties hereto. This Agreement may be
amended at any time, in such manner as may be mutually agreed upon in writing by
the Parties, and may be terminated (i) by the Custodian at any time by delivery
of thirty (30) days written notice thereof to the Parties, or (ii) by the
Indenture Trustee, upon thirty (30) days written notice to the Parties;
whereupon in either case, all Student Loan Notes shall be delivered to the
Indenture Trustee (or as otherwise instructed by the Indenture Trustee) upon an
appropriate receipt. This Agreement shall not be terminated by the Issuer
without the prior written consent of the Indenture Trustee and the Custodian
(and in the case of any such termination, all Student Loan Notes shall be
delivered to the Indenture Trustee (or as otherwise instructed by the Indenture
Trustee)). In any event, this Agreement will terminate upon the termination of
the Indenture, whereupon all Student Loan Notes shall be delivered to (or upon
the orders of) the Issuer or the Eligible Lender Trustee.
5. The Custodian may rely absolutely upon the genuineness and
authorization of the signature and purported signature of any person reasonably
believed by it to be an authorized representative of the Indenture Trustee, upon
any instruction, notice, release, request, affidavit, or other document
delivered to it (to the extent that the delivery of any such instruction,
notice, release, request, affidavit, or other document by such person is
permitted or otherwise within the scope of such person's rights or duties as set
forth in this Agreement), including without limitation any such document
delivered by facsimile transmission.
6. Each of the Parties hereto hereby agrees that the Custodian will be
held harmless from any and all claims, liability, losses, actions, suits, or
proceedings at law or in equity, or any other expenses, fees, or charges of any
character or nature, which it may incur or with which it may be threatened by
reason of its acting as custodian, unless caused by its willful misconduct or
gross negligence in connection therewith, and the Issuer agrees to indemnify the
Custodian against any and all reasonable expenses, including reasonable
attorney's fees and the costs of defending any action, suit, or proceeding, or
resisting any claim. The Issuer's obligations under this Section 6 shall survive
any termination of this Agreement.
7. The Issuer shall pay compensation to the Custodian for its services
hereunder as may be reasonably agreed to from time to time between the Issuer
and the Custodian.
8. Reasonable expenses incurred by the Custodian in connection with its
services hereunder shall be paid or reimbursed by the Issuer. Reasonable
additional charges may be made by the Custodian for special or extraordinary
services, and shall be paid by the Issuer.
9. All notices and other written communications provided for hereunder
shall be in writing and sent by ordinary mail, registered mail, national
overnight courier service, email, fax, or delivered by hand, shall be sufficient
for the purpose of providing written notice under this Agreement. All such
communications must actually be received to be effective. All such
communications should be directed to the following addresses:
If to the Issuer:
SLC Student Loan Trust-I
000 Xxxxxxxxxx Xxxxxxxxx
0xx Xxxxx
Xxxxxxxx, XX 00000
Attn: ___________________
Telephone: (203)-___-___
Facsimile: (203)-___-___
If to the Indenture Trustee:
Bankers Trust Company
000 Xxxxx Xxx
Xxxxxx Xxxx, XX 00000
Attn: ___________________
Telephone: (201)-___-___
Facsimile: (201)-___-___
If to the Eligible Lender Trustee:
Bankers Trust Company
000 Xxxxx Xxx
Xxxxxx Xxxx, XX 00000
Attn: ___________________
Telephone: (201)-___-___
Facsimile: (201)-___-___
If to the Custodian:
[Custodian contact information]
Attn: ___________________
Telephone:
Facsimile:
10. This Agreement shall not be assigned to any party without the written
consent of the Parties.
11. Should any section or part of any section of this Agreement be
declared void, invalid, or unenforceable by any court of law for any reason,
such determination shall not render void, invalid, or unenforceable any other
section or other part of any section of this Agreement.
12. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of New York, without giving effect to principles of
conflicts of law.
13. This Agreement may be executed in counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
In Witness Whereof, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and their official seals to be
hereunto affixed and attested as of the date first written above.
SLC STUDENT LOAN TRUST-I,
as Issuer
By: THE STUDENT LOAN CORPORATION,
as Issuer's Administrator
By: ____________________________________
Name:
Title:
BANKERS TRUST COMPANY,
not in its individual capacity but
solely as Eligible Lender Trustee
By: ____________________________________
Name:
Title:
BANKERS TRUST COMPANY,
not in its individual capacity but
solely as Indenture Trustee
By: ____________________________________
Name:
Title:
[Name of Custodian],
as Custodian
By: ____________________________________
Name:
Title:
