EXHIBIT 99.2
ADMINISTRATION AGREEMENT dated as of December 1, 1997, among
CRESTAR STUDENT LOAN TRUST 1997-1, a Delaware business trust (the "Issuer"),
CRESTAR BANK, a Virginia banking corporation, as administrator (the
"Administrator"), and BANKERS TRUST COMPANY, a New York banking corporation, not
in its individual capacity but solely as Trustee (the "Indenture Trustee").
W I T N E S S E T H
WHEREAS the Issuer was created pursuant to a Trust Agreement
dated as of December 1, 1997 (the "Trust Agreement") among the Administrator, as
depositor, Star Bank, National Association, as Eligible Lender Trustee and
Delaware Trust Capital Management, Inc., as Delaware Trustee;
WHEREAS the Issuer may issue Student Loan Asset Backed
Certificates (the "Certificates") pursuant to the Trust Agreement and, if
applicable, a related Trust Supplement;
WHEREAS the Issuer may issue, in one or more Classes, Student
Loan Asset Backed Notes (the "Notes") pursuant to the Indenture dated as of
December 1, 1997 (the "Indenture"), between the Issuer and the Indenture Trustee
and a related Terms Supplement (capitalized terms used herein and not defined
herein shall have the meanings assigned to such terms in Appendix A to the
Indenture, which also contains rules of usage and construction that shall be
applicable herein);
WHEREAS the Issuer has entered into or will enter into certain
agreements in connection with the issuance of the Notes and the Certificates,
including the Transfer and Servicing Agreement, the Guarantee Agreements, the
HEAL Insurance Contract, and the Indenture and related Terms Supplement (all
such agreements being collectively referred to herein as the "Related
Agreements");
WHEREAS, pursuant to the Basic Documents Issuer and the
Eligible Lender Trustee are required to perform certain duties in connection
with (a) the Notes and the Trust Estate therefor pledged to the Indenture
Trustee pursuant to the Indenture and the related Terms Supplement and (b) the
Certificates (the registered holders of the Certificates being referred to
herein as the "Owners");
WHEREAS the Issuer and the Eligible Lender Trustee desire to
have the Administrator perform certain of the duties of the Issuer and the
Eligible Lender Trustee referred to in the preceding clause, and to provide such
additional services consistent with the terms of this Agreement and the Related
Agreements as the Issuer and the Eligible Lender Trustee may from time to time
request;
WHEREAS the Administrator has the capacity to provide or cause
to be provided the services required hereby and is willing to perform or cause
to be performed such services for the Issuer and the Eligible Lender Trustee on
the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties, intending to be legally
bound hereby, agree as follows:
1. Duties of the Administrator. (a) Duties with Respect to the
Indenture and Trust Agreement. The Administrator shall perform all its duties as
Administrator under the Trust Agreement, the Indenture, the Transfer and
Servicing Agreement and this Agreement. In addition, the Administrator shall
consult with the Eligible Lender Trustee as the Administrator deems appropriate
regarding the duties of the Issuer under the Indenture, the Terms Supplement and
the Trust Agreement. The Administrator shall monitor the performance of the
Issuer and shall advise the Eligible Lender Trustee when action by the Issuer or
the Eligible Lender Trustee is necessary to comply with the Issuer's or the
Eligible Lender Trustee's duties under the Indenture, the Terms Supplement, the
Trust Agreement and any of the other Basic Documents. The Administrator shall
prepare for execution, if required, by the Issuer or shall cause the preparation
by other appropriate Persons of all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Issuer to
prepare, file or deliver pursuant to the Indenture, the Terms Supplement, the
Trust Agreement or any of the other Basic Documents. In furtherance of the
foregoing, the Administrator shall take all appropriate action that is the duty
of the Administrator and of the Issuer to take pursuant to the Trust Agreement,
the Indenture and the Terms Supplement, including such of the foregoing as are
required of the Issuer with respect to the following matters (references are to
sections of the Indenture:
(A) the duty to cause the Note Registrar to keep the Note
Register and to give the Indenture Trustee notice of any appointment of
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a new Note Registrar and the location, or change in location, of the
Note Registrar (Section 2.6);
(B) the fixing or causing to be fixed of any specified record
date and the notification of the Indenture Trustee and Noteholders with
respect to special payment dates, if any (Section 2.9(d));
(C) the preparation of or obtaining of the documents and
instruments required for authentication of the Notes and delivery of
the same to the Indenture Trustee (Section 2.11);
(D) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for the release
of collateral (Section 2.12);
(E) the duty to cause the Note Registrar to maintain on behalf
of the Issuer an office in the Borough of Manhattan, City of New York,
for registration of transfer or exchange of Notes (Section 3.2);
(F) the duty to cause newly appointed Paying Agents, if any,
to deliver to the Indenture Trustee the instrument specified in the
Indenture regarding funds held in trust (Section 3.3);
(G) the direction to the Paying Agents to deposit moneys with
the Indenture Trustee (Section 3.3);
(H) the obtaining and preservation of the Issuer's
qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of the Indenture, the Notes and each other instrument
and agreement included in the Indenture Trust Estate (Section 3.4);
(I) the preparation of all supplements, amendments, financing
statements, continuation statements, instruments of further assurance
and other instruments, in accordance with Section 3.5 of the Indenture,
necessary to protect the Indenture Trust Estate (Section 3.5);
(J) the identification to the Indenture Trustee in an
Officer's Certificate of the Issuer of a Person with whom the Issuer
has contracted to perform its duties under the Indenture (Section
3.7(b));
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(K) the notification of the Indenture Trustee and the Rating
Agencies (if any Notes or Certificates are then rated by the Rating
Agencies) of a Master Servicer Default known to the Administrator
pursuant to the Transfer and Servicing Agreement and, if such Master
Servicer Default arises from the failure of the Master Servicer to
perform any of its duties under the Transfer and Servicing Agreement,
the taking of all reasonable steps available to enforce the Issuer's
rights under the Basic Documents in respect of such failure (Section
3.7(d));
(L) the preparation and obtaining of documents and instruments
required for the release of the Issuer from its obligations under the
Indenture (Section 3.10);
(M) the delivery of notice to the Indenture Trustee and the
Rating Agencies (if any Notes or Certificates are then rated by the
Rating Agencies) of each Event of Default, any Default under Section
5.1 (iii) of the Indenture and each default by the Master Servicer, the
Administrator or the Seller under the Transfer and Servicing Agreement
or any Supplemental Transfer and Servicing Agreement known to the
Administrator (Section 3.18);
(N) the monitoring of the Issuer's obligations as to the
satisfaction and discharge of the Indenture and the preparation of an
Officers' Certificate of the Issuer and the obtaining of the Opinion of
Counsel and the Independent Certificate relating thereto (Section 4.1);
(O) the compliance with any written directive of the Indenture
Trustee to compel performance by the Master Servicer under the Transfer
and Servicing Agreement (Section 5.16);
(P) the reimbursement to the Indenture Trustee to the extent
provided in Section 6.7 of the Indenture of all reasonable
out-of-pocket expenses (including the fees and expenses of counsel)
incurred or made by it in accordance with any provision of the
Indenture as well as the indemnification, to the extent provided in the
Indenture, of the Indenture Trustee in connection with the
administration of the Trust and the performance of the Indenture
Trustee's duties under the Indenture and the other Basic Documents
(Section 6.7);
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(Q) the removal of the Indenture Trustee and appointment of a
successor Indenture Trustee (Section 6.8);
(R) the preparation of any written instruments required to
confirm more fully the authority of any cotrustee or separate trustee
and any written instruments necessary in connection with the
resignation or removal of any co-trustee or separate trustee (Section
6.10);
(S) the furnishing of the Indenture Trustee with the names and
addresses of Noteholders during any period when the Indenture Trustee
is not the Note Registrar (Section 7.1);
(T) the preparation and, after execution by the Issuer, the
filing with the Commission, any applicable State agencies and the
Indenture Trustee of documents required to be filed on a periodic basis
with, and summaries thereof as may be required by rules and regulations
prescribed by, the Commission and any applicable State agencies and the
transmission of such summaries, as necessary, to the Noteholders
(Section 7.3);
(U) the opening of one or more accounts in the Issuer's, the
Indenture Trustee's or the Eligible Lender Trustee's name, the
preparation of Issuer Orders, Officers Certificates of the Issuer and
Opinions of Counsel and all other actions reasonably necessary with
respect to investment and reinvestment of funds in the Trust Accounts
(Sections 8.2 and 8.3);
(V) the preparation of Issuer Orders and the obtaining of
Opinions of Counsel with respect to the execution of supplemental
indentures and the mailing to the Noteholders of notices with respect
to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(W) the preparation of or obtaining of the documents and
instruments required for the execution and authentication of new Notes
conforming to any supplemental indenture and the delivery of the same
to the Eligible Lender Trustee and the Indenture Trustee, respectively
(Section 9.6);
(X) the preparation of all Officers' Certificates of the
Issuer, or obtaining Opinions of Counsel and Independent Certificates
with respect to any requests by the Issuer to the Indenture Trustee to
take any action under the Indenture (Section 11.1(a));
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(Y) the preparation and delivery of Officers' Certificates of
the Issuer and the obtaining of Independent Certificates, if necessary,
for the release of property from the lien of the Indenture (Section
11.1(b));
(AA) the preparation and delivery to Noteholders and the
Indenture Trustee of any agreements with respect to alternate payment
and notice provisions (Section 11.6); and
(BB) the recording of the Indenture, if applicable
(Section 11.15).
(b) Duties with Respect to the Issuer. (i) In
addition to the duties of the Administrator set forth above and those provided
in the other Related Agreements and the Trust Agreement which the Administrator
agrees herein to perform, the Administrator shall perform such calculations and
shall prepare for execution by the Issuer or the Eligible Lender Trustee or
shall cause the preparation by other appropriate Persons of all such documents,
reports, filings, instruments, certificates and opinions as it shall be the duty
of the Issuer or the Eligible Lender Trustee to prepare, file or deliver
pursuant to the Related Agreements, the Trust Agreement or any of the other
Basic Documents, and at the request of the Eligible Lender Trustee shall take
all appropriate action that it is the duty of the Issuer to take pursuant to the
Related Agreements, the Trust Agreement or any of the other Basic Documents.
Subject to Section 5 of this Agreement, and in accordance with the directions of
the Eligible Lender Trustee, the Administrator shall administer, perform or
supervise the performance of such other activities in connection with the Trust
Estate (including the Related Agreements and other Basic Documents) as are not
covered by any of the foregoing provisions and as are expressly requested by the
Eligible Lender Trustee and are reasonably within the capability of the
Administrator.
(ii) In carrying out the foregoing duties or
any of its other obligations under this Agreement, the Administrator may enter
into transactions with or otherwise deal with any of its Affiliates; provided,
however, that the terms of any such transactions or dealings shall be in
accordance with any directions received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer than would be available
from unaffiliated parties.
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(c) Non-Ministerial Matters. With respect to
matters that in the reasonable judgment of the Administrator are
non-ministerial, the Administrator shall not take any action unless within a
reasonable time before the taking of such action, the Administrator shall have
notified the Eligible Lender Trustee of the proposed action and the Eligible
Lender Trustee shall not have withheld consent or provided an alternative
direction. For the purpose of the preceding sentence, "non-ministerial matters"
shall include:
(A) the amendment of or any supplement to the Indenture
or any Terms Supplement;
(B) the initiation of any claim or lawsuit by the Issuer and
the compromise of any action, claim or lawsuit brought by or against
the Issuer (other than in connection with the collection of the
Financed Student Loans);
(C) the amendment, change or modification of the Related
Agreements or the Trust Agreement;
(D) the appointment of successor Note Registrars, successor
Certificate Paying Agents and successor Indenture Trustees pursuant to
the Indenture or to the appointment of successor Administrators or
successor Master Servicers, or the consent to the assignment by the
Note Registrar, Certificate Paying Agent or Indenture Trustee of its
obligations under the Indenture;
(E) the removal of the Indenture Trustee; and
(F) the buying or selling of assets in the Trust Estate,
including student loans.
(d) Exceptions. Notwithstanding anything to
the contrary in this Agreement, except as expressly provided herein or in the
other Basic Documents, the Administrator shall not be obligated to, and shall
not, (l) make any payments to the Noteholders under the Related Agreements, (2)
make any payments to Certificateholders under the Trust Agreement or the
Transfer and Servicing Agreement, (3) sell the Trust Estate pursuant to Section
5.4 of the Indenture, (4) take any other action that the Issuer directs the
Administrator not to take on its behalf, (5) in connection with its duties
hereunder assume any indemnification obligation of any other Person or (6)
service the Financed Student Loans.
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2. Records. The Administrator shall maintain appropriate books
of account and records relating to services performed hereunder, which books of
account and records shall be reasonably accessible for inspection by the Issuer
at any time during normal business hours.
3. Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to a fee (the
"Administration Fee"), payable quarterly in advance on each Quarterly
Distribution Date (and, with respect to the initial payment, payable on the
Closing Date for the period from the Closing Date to the initial Quarterly
Distribution Date), in an amount equal to 0.02% per annum of the principal
amount of the Notes Outstanding on such Quarterly Distribution Date (following
any principal reductions of the Notes on such Distribution Date) or, with
respect to the initial payment, on the Closing Date (following the issuance of
the Notes).
4. Additional Information To Be Furnished to the Issuer. The
Administrator shall furnish the Issuer from time to time such additional
information regarding the Trust Estate as the Issuer shall reasonably request.
5. Independence of the Administrator. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not be
subject to the supervision of the Issuer or the Eligible Lender Trustee with
respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer or provided in
the Basic Documents, the Administrator shall have no authority to act for or
represent the Issuer or the Eligible Lender Trustee in any way and shall not
otherwise be deemed an agent of the Issuer or the Eligible Lender Trustee.
6. No Joint Venture; Not Trustee. Nothing contained in this
Agreement (i) shall constitute the Administrator and any of the Issuer, the
Indenture Trustee or the Eligible Lender Trustee as members of any partnership,
joint venture, association, syndicate, unincorporated business or other separate
entity, (ii) shall be construed to impose any liability as such on any of them
or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.
Further, nothing contained in this Agreement shall constitute or be deemed to
constitute the Administrator as a trustee or cotrustee of the Trust.
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7. Other Activities of Administrator. Nothing herein shall
prevent the Administrator or its Affiliates from engaging in other businesses
or, in its sole discretion, from acting in a similar capacity as an
administrator for any other person or entity even though such person or entity
may engage in business activities similar to those of the Issuer, the Eligible
Lender Trustee or the Indenture Trustee.
8. Term of Agreement; Resignation and Removal of
Administrator. (a) This Agreement shall continue in force until the dissolution
of the Issuer, upon which event this Agreement shall automatically terminate.
(b) The provisions of Article VII and
Article VIII of the Transfer and Servicing Agreement relating to the resignation
or removal of the Administrator and the failure of the Administrator to perform
its duties under this Agreement are hereby incorporated by reference herein.
9. Action upon Termination, Resignation or Removal. Promptly
upon the effective date of termination of this Agreement pursuant to pursuant to
Section 8(a) or the resignation or removal of the Administrator pursuant to
Section 8(b) and the Transfer and Servicing Agreement, the Administrator shall
be entitled to be paid all fees and reimbursable expenses accruing to it to the
date of such termination, resignation or removal. The Administrator shall
forthwith upon such termination pursuant to Section 8(a) deliver to the Issuer
all property and documents of or relating to the Collateral then in the custody
of the Administrator. In the event of the resignation or removal of the
Administrator, the Administrator shall cooperate with the Issuer and take all
reasonable steps requested to assist the Issuer in making an orderly transfer of
the duties of the Administrator.
10. Notices. Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:
(a) if to the Issuer or the Eligible Lender
Trustee, to
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Star Bank, National Association
Corporate Trust Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attention: Corporate Trust Department
Xxxxx Xxxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
(b) if to the Administrator, to
Crestar Bank
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Vice President-Securitizations
Manager
Telephone: (000) 000-0000
Fax: (000) 000-0000
with a copy to
Crestar Bank
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxx
Senior Vice President and General
Counsel
Fax: (000) 000-0000
(c) if to the Indenture Trustee, to
Bankers Trust Company
Four Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust and
Agency Group, Structured
Finance Team
Telephone: (000) 000-0000
Fax: (000) 000-0000
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand-delivered
to the address of such party as provided above.
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11. Amendments.
(a) This Agreement may be amended by the Administrator, the Issuer, and
the Indenture Trustee, with the prior consent of the Eligible Lender Trustee
(which consent shall not be unreasonably withheld) to cure any ambiguity, to
correct or supplement any provisions in this Agreement or for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions in this Agreement or of modifying in any manner the rights of the
Noteholders or the Certificateholders; provided, however, that such action shall
not, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee
and the Eligible Lender Trustee, adversely affect in any material respect the
interests of any Noteholder.
(b) This Agreement may also be amended from time to time by the
Administrator, the Issuer, and the Indenture Trustee, with the prior consent of
the Eligible Lender Trustee, and the consent of the holders of Directing Notes
evidencing not less than a majority of the Outstanding Amount of the Directing
Notes, for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Noteholders or the Certificateholders; provided,
however, that no such amendment shall (i) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of payments with
respect to Financed Student Loans or distributions that shall be required to be
made for the benefit of the Noteholders or the Certificateholders or (ii) reduce
the aforesaid percentage of the Outstanding Amount of the Notes and the
Certificate Balance, the Noteholders and the Certificateholders of which are
required to consent to any such amendment, without the consent of all
outstanding Noteholders and Certificateholders affected thereby.
(c) It shall not be necessary for the consent of Certificateholders or
Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof.
(d) Prior to the execution of any such amendment, the Administrator
shall furnish written notification of the substance of such amendment to each of
the Rating Agencies (if any Notes or Certificates are then rated by the Rating
Agencies).
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12. Successors and Assigns. Notwithstanding anything to the
contrary contained herein, except as provided in Sections 6.5 and 6.8 of the
Transfer and Servicing Agreement, this Agreement may not be assigned by the
Administrator. Subject to the foregoing, this Agreement shall bind any
successors or assigns of the parties hereto.
13. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York, 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.
14. Headings. The section headings hereof have been inserted
for convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
15. Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but one
and the same agreement.
16. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
17. Not Applicable to Crestar Bank in Other Capacities.
Nothing in this Agreement shall affect any obligation Crestar Bank may have in
any other capacity under the Basic Documents.
18. Provisions of Transfer and Servicing Agreement Control.
The provisions of the Transfer and Servicing Agreement and of each Supplemental
Transfer and Servicing Agreement relating to the Administrator and to this
Agreement shall in all events govern and are hereby incorporated herein and, to
the extent any provision herein shall be inconsistent with any such provision of
the Transfer and Servicing Agreement, the Transfer and Servicing Agreement shall
govern.
19. Limitation of Liability of Eligible Lender Trustee and
Indenture Trustee. (a) Notwithstanding anything contained herein to the
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contrary, this instrument has been countersigned by Star Bank, National
Association not in its individual capacity but solely in its capacity as
Eligible Lender Trustee of the Issuer and in no event shall the Eligible Lender
Trustee in its individual capacity or the Delaware Trustee in its individual
capacity or as Delaware Trustee or any Owner of the Issuer have any liability
for the representations, warranties, covenants, agreements or other obligations
of the Issuer hereunder, as to all of which recourse shall be had solely to the
assets of the Issuer. For all purposes of this Agreement, in the performance of
any duties or obligations of the Issuer thereunder, the Eligible Lender Trustee
shall be subject to, and entitled to the benefits of, the terms and provisions
of Articles VI, VII and VIII of the Trust Agreement.
(b) Notwithstanding anything contained herein to
the contrary, this Agreement has been countersigned by Bankers Trust Company not
in its individual capacity but solely as Indenture Trustee and in no event shall
Bankers Trust Company have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any of
the certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.
20. Third-Party Beneficiary. The Eligible Lender Trustee is a
third-party beneficiary to this Agreement and is entitled to the rights and
benefits hereunder and may enforce the provisions hereof as if it were a party
hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Administration Agreement to be duly executed and delivered as of the day and
year first above written.
CRESTAR STUDENT LOAN TRUST 1997-1
by STAR BANK, NATIONAL
ASSOCIATION, not in its
individual capacity but solely
as Eligible Lender Trustee,
By:_______________________________
Name:
Title:
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BANKERS TRUST COMPANY, not in its
individual capacity but solely as
Indenture Trustee,
By:_______________________________
Name:
Title:
CRESTAR BANK, as Administrator,
By:_______________________________
Name:
Title:
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