Exhibit 99.5
This ADMINISTRATION AGREEMENT dated as of ______ __, 2002 (this
"Agreement") among SLC STUDENT LOAN TRUST-I, a Delaware business trust (the
"Issuer"), BANKERS TRUST COMPANY, a New York banking corporation, not in its
individual capacity but solely as Eligible Lender Trustee (the "Eligible Lender
Trustee") and THE STUDENT LOAN CORPORATION, a Delaware corporation, as
administrator (the "Administrator").
W I T N E S S E T H :
WHEREAS, the Issuer was formed pursuant to the trust agreement,
dated December 20, 2001, by and between the SLC Student Loan Receivables I,
Inc., a Delaware corporation, as depositor (the "Depositor") and Wilmington
Trust Company, a Delaware banking association, as owner trustee (the "Owner
Trustee"), as amended and restated by the Amended and Restated Trust Agreement,
dated as of ______ __, 2002 (the "Trust Agreement"), by and between the
Depositor and the Owner Trustee;
WHEREAS, the Trust will from time to time issue and sell series of
student loan asset-backed notes (the "Notes") pursuant to the Indenture,
(capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in Appendix A hereto, which also contains rules of usage
and construction that shall be applicable herein);
WHEREAS, the Issuer has entered into certain agreements in
connection with the issuance of the Notes, including the Indenture, any
Supplemental Indentures, the Loan Sale and Contribution Agreement (Depositor to
Trust);
WHEREAS, pursuant to the Basic Documents, the Issuer, the Owner
Trustee and the Eligible Lender Trustee are required to perform certain duties
in connection with the Notes and the Collateral therefor pledged pursuant to the
Indenture;
WHEREAS, the Issuer, the Owner Trustee and the Eligible Lender
Trustee desire to have the Administrator perform certain of the duties of the
Issuer, the Owner Trustee 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 other Basic Documents as the Issuer, the Owner
Trustee and the Eligible Lender Trustee may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform 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 agree as follows:
Section 1. Representations of the Administrator. The Administrator
makes the following representations on which the Issuer, the Owner Trustee and
the Eligible Lender Trustee and any Swap Counterparties are deemed to have
relied. The representations speak as of the execution and delivery of this
Agreement and shall be deemed to be made on each of the Closing Dates and shall
survive the periodic sale of the Financed Student Loans to the Eligible Lender
Trustee on behalf of the Issuer and the pledge thereof to the Indenture Trustee
pursuant to the Indenture.
(a) Organization and Good Standing. The Administrator is a Delaware
corporation duly organized and validly existing in good standing under the laws
of the State of Delaware. It has all requisite power and authority to execute,
deliver and perform its obligations under this Agreement.
(b) Power and Authority of the Administrator. The Administrator has
taken all action necessary to authorize the execution and delivery by it of this
Agreement, and this Agreement will be executed and delivered by one of its
officers who is duly authorized to execute and deliver this Agreement on its
behalf.
(c) Binding Obligation. This Agreement constitutes a legal, valid
and binding obligation of the Administrator, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization and similar
laws relating to creditors' rights generally and subject to general principles
of equity.
(d) No Violation. The consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof or thereof do not
conflict with, result in any breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time or both) a default under,
the charter or by-laws of the Administrator, or any indenture, agreement or
other instrument to which the Administrator is a party or by which it shall be
bound; or result in the creation or imposition of any Lien upon any of its
material properties pursuant to the terms of any such indenture, agreement or
other instrument; or violate any law or, to the knowledge of the Administrator,
any order, rule or regulation applicable to the Administrator of any court or of
any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Administrator or its
properties. Performance by the Administrator with the terms hereof and with the
transactions contemplated by this Agreement shall not result in the loss of any
Guarantee Payments by the Trust or any reinsurance payments with respect to any
Financed Student Loan by the applicable Guarantor.
(e) No Proceedings. There are no proceedings or investigations
pending against the Administrator or, to its best knowledge, threatened against
the Administrator, before any court, regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over the Administrator or
its properties: (i) asserting the invalidity of this Agreement, the Indenture or
any of the other Basic Documents to which the Administrator is a party, (ii)
seeking to prevent the issuance of the Notes or the consummation of any of the
transactions contemplated by this Agreement, the Indenture or any of the other
Basic Documents, (iii) seeking any determination or ruling that could reasonably
be expected to have a material and adverse effect on the performance by the
Administrator of its obligations under, or the validity or enforceability of,
this Agreement, the Indenture, any of the other Basic Documents or the Notes or
(iv) seeking to affect adversely the federal or state income tax attributes of
the Issuer or the Notes.
(f) All Consents. All authorizations, consents, licenses, orders or
approvals of or registrations or declarations with any court, regulatory body,
administrative agency or other government instrumentality required to be
obtained, effected or given by the Administrator in connection with the
execution and delivery by the Administrator of this Agreement and the
performance by the Administrator of its duties as contemplated by this Agreement
have in each case been duly obtained, effected or given and are in full force
and effect.
Section 2. Duties of the Administrator.
(a) Duties with Respect to the Basic Documents. The Administrator
shall perform all its duties as Administrator and the duties of the Issuer under
the Basic Documents. In addition, the Administrator shall consult with the Owner
Trustee and the Eligible Lender Trustee as the Administrator deems appropriate
regarding the duties of the Issuer under the Basic Documents. The Administrator
shall monitor the performance of the Issuer and shall advise the Owner Trustee
and the Eligible Lender Trustee when action is necessary to comply with the
Issuer's duties under the Basic Documents. The Administrator shall prepare for
execution 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 Basic Documents. In furtherance of the foregoing, the
Administrator shall take all appropriate action that is the duty of the Issuer
to take pursuant to the Indenture or any Supplemental Indenture, including such
of the foregoing as are required with respect to the following matters
(references below in this subsection (a) being to sections of the Indenture):
(A) the duty to cause books for the registration and for the
transfer of the Notes to be kept by the Indenture Trustee which has
been appointed the transfer agent of the Issuer for the Notes
(Section 2.03);
(B) 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 2.05);
(C) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for the
release of any Financed Student Loans from the lien of the Indenture
(Section 5.08);
(D) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for a
transfer of the Notes (Section 2.03);
(E) 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 4.13);
(F) the preparation of all supplements, amendments, financing
statements, continuation statements, instruments of further
assurance and other instruments necessary to protect the Indenture
Trust Estate (Section 4.04);
(G) the duty to cause the diligent enforcement of all of the
terms, covenants and conditions of the Servicing Agreement and, if
any Servicer Default arises from the failure of the Servicer to
perform any of its duties under the Servicing Agreement, the taking
of all reasonable steps available to remedy such failure; (Section
4.05);
(H) the preparation of or obtaining documents and instruments
required with respect to the execution of Supplemental Indentures
and the mailing to the Noteholders, each Rating Agency and any Swap
Counterparties of notices with respect to such Supplemental
Indentures (Sections 8.01, 8.02 and 8.04);
(I) the compliance with any written directive of the Indenture
Trustee with respect to the sale of the Indenture Trust Estate in a
commercially reasonable manner if an Event of Default shall have
occurred and be continuing (Section 6.04);
(J) 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 to the Noteholders
(Section 4.16);
(K) the filing of the Indenture, if applicable (Section 7.03);
(L) the preparation and delivery of monthly statements to the
Note Owners to the Indenture Trustee and to the Rating Agencies, for
the Indenture Trustee to forward within five (5) days of receipt to
each Registered Owner (Section 12.04);
(M) the preparation and obtaining of documents and instruments
required by the Eligible Loan Acquisition Certificate (Exhibit A);
The Administrator shall provide to the Owner Trustee and the
Eligible Lender Trustee a list of jurisdictions in which the Issuer is required
to be licensed.
(b) Duties with Respect to the Issuer.
(i) In addition to the duties of the Administrator set forth above
and in the other Basic Documents, 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 Basic Documents, and
at the [request of the Eligible Lender Trustee shall take all appropriate
action that is the duty of the Issuer to take pursuant to the Basic
Documents.] In furtherance thereof, the Eligible Lender Trustee shall, on
behalf of itself and of the Issuer, execute and deliver to the
Administrator and to each successor Administrator appointed pursuant to
the terms hereof, one or more powers of attorney substantially in the form
of Exhibit A hereto, appointing the Administrator the attorney-in-fact of
the Eligible Lender Trustee and the Issuer for the purpose of executing on
behalf of the Eligible Lender Trustee and the Issuer all such documents,
reports, filings, instruments, certificates and opinions. Subject to
Section 9 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
Collateral (including the Basic Documents) as are not covered by any of
the foregoing provisions and as are expressly requested by the Eligible
Lender Trustee or the Issuer and are reasonably within the capability of
the Administrator.
(ii) Notwithstanding anything in this Agreement or the Basic
Documents to the contrary, the Administrator shall deliver to the Eligible
Lender Trustee, the Indenture Trustee, the Rating Agencies and the
Servicer, an Officers' Certificate of the Administrator containing all the
information necessary:
(A) to pay the Department any Consolidation Fees due and
payable to the Department, to the extent such Consolidation Fees are
not being deducted by the Department out of Special Allowance
Payments or Interest Subsidy Payments, which Officers' Certificate
shall be delivered on the date that is three (3) Business Days prior
to the date such fees are to be remitted to the Department;
(B) to pay the Depositor, pursuant to Section 2 of the Loan
Sale and Contribution Agreement, on each Transfer Date, the purchase
amount for Financed Student Loans purchased by the Eligible Lender
Trustee on behalf of the Issuer on such date;
(C) to pay the Servicer the Servicing Fee due on each Monthly
Payment Date; and
(D) to make all the distributions required by Sections 2(d),
2(e) and 2(h) to be delivered on each Determination Date.
(iii) 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 or the
Noteholders than would be available from unaffiliated parties.
(c) Establishment and Maintenance of Trust Accounts.
(i) The Administrator, for the benefit of the Issuer, shall
establish and maintain with the Indenture Trustee an Eligible Deposit
Account in the name of the Trust (the "Acquisition Fund"). The Acquisition
Fund will initially be established as a segregated trust account in the
name of the Indenture Trustee with the corporate trust department of
Bankers Trust Company.
(ii) The Administrator, for the benefit of the Issuer, shall
establish and maintain with the Indenture Trustee an Eligible Deposit
Account in the name of the Trust (the "Revenue Fund"). The Revenue Fund
will initially be established as a segregated trust account in the name of
the Indenture Trustee with the corporate trust department of Bankers Trust
Company.
(iii) The Administrator shall establish and maintain at the
Indenture Trustee an Eligible Deposit Account in the name of the Trust
(the "Reserve Fund"). The Reserve Fund will initially be established as a
segregated trust account in the name of the Indenture Trustee with the
corporate trust department of Bankers Trust Company.
(iv) Funds on deposit in the Acquisition Fund, the Revenue Fund and
the Reserve Fund (collectively, the "Trust Accounts") shall be invested by
the Indenture Trustee (or any custodian or designated agent with respect
to any amounts on deposit in such accounts) in Eligible Investments
pursuant to written instructions by the Administrator; provided, however,
it is understood and agreed that the Indenture Trustee shall not be liable
for any loss arising from such investment in Eligible Investments. All
such Eligible Investments shall be held by (or by any custodian on behalf
of) the Indenture Trustee for the benefit of the Issuer.
(v) The Administrator shall establish separate from the Trusts
Accounts a fund that shall not be security for the Indenture (the
"Operating Fund"). The Operating Fund shall be funded by transfers from
the Revenue Fund and the Acquisition Fund and shall be used to pay the
Program Expenses of the Trust.
(vi) (A)The Indenture Trustee, on behalf of the Noteholders and any
Swap Counterparties, shall possess all right, title and interest in all
funds on deposit from time to time in the Trust Accounts and in all
proceeds thereof (including all income thereon) and all such funds,
investments, proceeds and income shall be part of the Trust Estate. The
Trust Accounts shall be under the sole dominion and control of the
Indenture Trustee for the benefit of the Noteholders and any Swap
Counterparties. If, at any time, any of the Trust Accounts ceases to be an
Eligible Deposit Account, the Indenture Trustee (or the Administrator on
its behalf) agrees, by its acceptance hereto, that it shall within ten
(10) Business Days (or such longer period, not to exceed thirty (30)
calendar days, as to which each Rating Agency may consent) establish a new
Trust Account as an Eligible Deposit Account and shall transfer any cash
and/or any investments to such new Trust Account. In connection with the
foregoing, the Administrator agrees that, in the event that any of the
Trust Accounts are not accounts with the Indenture Trustee, the
Administrator shall notify the Indenture Trustee and any Swap
Counterparties in writing promptly upon any of such Trust Accounts ceasing
to be an Eligible Deposit Account.
(B) With respect to the Trust Account Property, the Indenture
Trustee agrees, by its acceptance hereof, that:
(1) any Trust Account Property that is held in deposit
accounts shall be held solely in Eligible Deposit Accounts and
each such Eligible Deposit Account shall be subject to the
exclusive custody and control of the Indenture Trustee, and
the Indenture Trustee shall have sole signature authority with
respect thereto;
(2) any Trust Account Property that constitutes Physical
Property shall be Delivered to the Indenture Trustee in
accordance with paragraph (a) of the definition of "Delivery;"
(3) any Trust Account Property that is a book-entry
security held through the Federal Reserve System pursuant to
Federal book-entry regulations shall be Delivered in
accordance with paragraph (b) of the definition of "Delivery";
and
(4) any Trust Account Property that is an
"uncertificated security" under Article VIII of the UCC and
that is not governed by clause (3) above shall be Delivered to
the Indenture Trustee in accordance with paragraph (c) of the
definition of "Delivery."
(C) The Administrator shall have the power, revocable for
cause or upon the occurrence and during the continuance of an
Administrator Default by the Indenture Trustee or by the Eligible
Lender Trustee with the consent of the Indenture Trustee, to
instruct the Indenture Trustee to make withdrawals and payments from
the Trust Accounts for the purpose of permitting the Servicer or the
Eligible Lender Trustee to carry out their respective duties under
the Servicing Agreement and the Trust Agreement, permitting the
Indenture Trustee to carry out its duties under the Indenture and
withdrawing any amounts deposited in error into such accounts.
(vii) On each Determination Date, the Administrator shall calculate
all amounts required to determine the amounts to be deposited in the
Revenue Fund and the other Trust Accounts and the amounts to be
distributed therefrom on the Monthly Payment Date or other dates from
which amounts therein are to be distributed.
(d) [Withdrawals from the Acquisition Fund] - to come
(e) Withdrawals from the Revenue Fund. The Administrator shall
instruct the Indenture Trustee in writing to make withdrawals from amounts
deposited in the Revenue Fund at the following times and for the following
purposes, and the Indenture Trustee shall comply with such instructions:
(i) from time to time to pay the Department any Consolidation Fees
due and payable to the Department, to the extent such Consolidation Fees
are not being deducted by the Department out of Special Allowance Payments
or Interest Subsidy Payments;
(ii) on each Transfer Date to pay to the Depositor, pursuant to
Section 2 of the Loan Sale and Contribution Agreement, the aggregate
purchase amount for Financed Student Loans purchased by the Eligible
Lender Trustee on behalf of the Issuer on such date;
(iii) to prepay in full any Add-on Consolidation Loan;
(iv) to pay to the Servicer, the Servicing Fee with respect to the
preceding calendar month and all unpaid Servicing Fees from prior months
by 11:00 a.m. (New York time), to the extent of available funds for such
Monthly Payment Date in the Revenue Fund;
(v) to pay the Administrator the Administration Fee with respect to
the preceding calendar month and all unpaid Administration Fees from prior
months.
(f) Reserve Fund.
(i) With respect to any amount in the Reserve Fund on any Monthly
Payment Date, after giving effect to all deposits thereto and withdrawals
therefrom, the Administrator shall instruct the Indenture Trustee to
deposit the required amount into the Reserve Fund, if any, as specified in
each Supplemental Indenture.
(ii) On each Monthly Payment Date, to the extent funds in the
Revenue Fund are insufficient to make payment of the interest then due on
the Notes, the amount of the deficiency shall be paid directly from the
Reserve Fund, after any transfers from the Acquisition Fund.
(iii) Funds in the Reserve Fund may be used to pay principal on the
Notes only on the date of their maturity. Funds in the Reserve Fund may
also be used to fund Add-on Consolidation Loans in the Trust within one
hundred and eighty (180) days after the date the Financed Student Loans
were originated.
(iv) At the direction of the Administrator, the Indenture Trustee
will restore the Reserve Fund to the level specified in the related
prospectus supplement by transfers from the Revenue Fund up to the maximum
transfer amount specified in the related prospectus supplement. If the
full amount required to restore the Reserve Fund to the required level is
not available in the Revenue Fund on the next note payment date, the
Administrator shall require the Indenture Trustee to continue to transfer
funds from the Revenue Fund as they become available until the deficiency
in the Reserve Fund has been eliminated up to the maximum transfer amount.
(v) On any day that the amount in the Reserve Fund exceeds the
required level for any reason, the Administrator shall instruct the
Indenture Trustee to transfer the excess to the Revenue Fund.
(vi) Following the payment in full of the aggregate outstanding
principal amount of the Notes and of all other amounts owing or to be
distributed hereunder or under the Indenture to Noteholders, the Seller,
the Servicer or the Administrator and the termination of the Trust, any
amount remaining on deposit in the Reserve Fund shall be distributed to
the Depositor.
(vii) In the event that the Servicing Fee for any Monthly Payment
Date exceeds the amount distributed to the Servicer, the Administrator
shall instruct the Indenture Trustee to withdraw from the Reserve Fund on
each Monthly Payment Date an amount equal to such excess and to distribute
such amount to the Servicer.
(g) Statements to Noteholders. On each Determination Date preceding
a Monthly Payment Date, the Administrator shall provide to the Indenture Trustee
and any Swap Counterparties (with a copy to the Rating Agencies) for the
Indenture Trustee to forward on such succeeding Monthly Payment Date to each
Noteholder of record a statement substantially in the form of Exhibit B setting
forth at least the following information as to the Notes:
(A) the amount of such distribution allocable to principal of
the Notes and the amount thereof attributable to Reserve Fund;
(B) the amount of the distribution allocable on such Monthly
Payment Date to interest on Senior Notes;
(C) the amount of the distribution allocable on such Monthly
Payment Date to interest on Subordinate Notes;
(D) the amount of the Servicing Fee paid to the Servicer on
such Monthly Payment Date, including a breakdown of the components
of the Servicing Fee attributable to each of the items specified in
Section 3 of the Servicing Agreement and for each Monthly Payment
Date;
(E) the amount of the Administration Fee paid to the
Administrator on such Monthly Payment Date;
(F) the balance of the Reserve Fund on such Monthly Payment
Date, after giving effect to changes therein since the preceding
Monthly Payment Date; and
(G) the number and principal balance of Financed Student Loans
and a breakdown by number and principal balance of Financed Student
Loans, by school type, interest rate and loan program.
Each amount set forth pursuant to clauses (A), (B) and (C) above shall be
expressed as a dollar amount per $1,000 of original principal amount of a Note.
A copy of the statements referred to above may be obtained by any Note Owner by
a written request to the Indenture Trustee addressed to the Corporate Trust
Office.
(h) 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
and any Swap Counterparties of the proposed action and Eligible Lender Trustee
shall have consented to it. For the purpose of the preceding sentence,
"non-ministerial matters" shall include, without limitation:
(i) the amendment of or any supplement to the Indenture;
(ii) 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);
(iii) the amendment, change or modification of the Basic Documents;
(iv) the appointment of successor Indenture Trustees pursuant to the
Indenture or the appointment of successor Administrators or successor
Servicers, or the consent to the assignment by the Indenture Trustee of
its obligations under the Indenture; and
(v) the removal of the Indenture Trustee.
(i) The Administrator may, from time to time, direct the Trust to
enter into Swap Agreements or amendments to Swap Agreements substantially in the
form attached hereto as Exhibit C, provided that (1) the Rating Agency Swap
Condition is satisfied with respect to such Swap Agreement and (2) after
entering into such Swap Agreement or amendment to such Swap Agreement, the
notional amount of all of Swap Agreements to which the Trust is a party is less
than or equal to the outstanding principal balance of the Notes.
Section 3. Annual Statement as to Compliance. (a) The Administrator
shall deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee
and any Swap Counterparties, on or before [_______] of each year beginning
[_______], an Officers' Certificate of the Administrator dated as of [_______]
of such year, stating that (i) a review of the activities of the Administrator
during the preceding 12-month period (or, in the case of the first such
certificate, during the period from the Closing Date to [_______]) and of its
performance under this Agreement has been made under such officers' supervision
and (ii) to the best of such officers' knowledge, based on such review, the
Administrator has fulfilled all its obligations under this Agreement throughout
such year or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officers and the nature
and status thereof. The Indenture Trustee shall send a copy of each such
Officer's Certificate and each report referred to in Section 4 to the Rating
Agencies. A copy of such Officers' Certificate and each report referred to in
Section 4 may be obtained by any Noteholder or Note Owner by a request in
writing to the Indenture Trustee addressed to its Corporate Trust Office,
together with evidence satisfactory to the Indenture Trustee that such Person is
one of the foregoing parties.
(b) The Administrator shall deliver to the Eligible Lender Trustee,
the Indenture Trustee, the Servicer, the Rating Agencies and any Swap
Counterparties, promptly after having obtained knowledge thereof, but in no
event later than two (2) Business Days thereafter, written notice in an
Officers' Certificate of the Administrator of any event which with the giving of
notice or lapse of time, or both, would become an Administrator Default under
Section 12.
Section 4. Annual Independent Certified Public Accountants'
Report. The Administrator shall cause a firm of independent certified public
accountants, which may also render other services to the Administrator, to
deliver to the Seller, the Eligible Lender Trustee, the Indenture Trustee and
any Swap Counterparties on or before [_______] of each year beginning [_______],
a report addressed to the Administrator and to the Seller, the Eligible Lender
Trustee, the Indenture Trustee and any Swap Counterparties (which report may be
combined with other reports required to be delivered by such accountants to the
Administrator, the Eligible Lender Trustee and the Indenture Trustee under the
Basic Documents), to the effect that such firm has examined certain documents
and records relating to the administration of the Financed Student Loans and of
the Trust during the preceding fiscal year ended [_______] (or, in the case of
the first such report, during the period from the Closing Date to [_______]) and
that, on the basis of the accounting and auditing procedures considered
appropriate under the circumstances, such firm is of the opinion that the
administration of the Trust was conducted in compliance with the terms of this
Agreement, except for (i) such exceptions as such firm shall believe to be
immaterial and (ii) such other exceptions as shall be set forth in such report.
The Indenture Trustee shall send a copy of each such report to the Rating
Agencies.
Such report will also indicate that the firm is independent of the
Administrator within the meaning of the Code of Professional Ethics of the
American Institute of Certified Public Accountants.
Section 5. Administrator Expenses. The Administrator shall be
required to pay all expenses incurred by it in connection with its activities
hereunder, including fees and disbursements of independent accountants, taxes
imposed on the Administrator and expenses incurred in connection with
distributions and reports to the Noteholders and any Swap Counterparties.
Section 6. Records. The Administrator shall maintain appropriate
books of account and records relating to services performed hereunder, which
books of account and records shall be accessible for inspection by the Issuer at
any time during normal business hours.
Section 7. 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 the
Administration Fee payable monthly in arrears on each Monthly Payment Date which
shall be solely an obligation of the Issuer and payable solely as provided
herein.
Section 8. Additional Information to Be Furnished. The
Administrator shall furnish to the Issuer and any Swap Counterparties from time
to time such additional information regarding the Collateral as the Issuer or
any Swap Counterparties shall reasonably request. Following the time, if any,
that any Swap Counterparties' counterparty ratings fall below ["A3", "A-"] or
their equivalent, upon request of a Rating Agency, the Administrator shall
furnish to such Rating Agency, cashflow projections for the Trust.
Section 9. 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, 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.
Section 10. No Joint Venture. Nothing contained in this Agreement
(i) shall constitute the Administrator and the Issuer 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.
Section 11. 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 even though such Person may engage in
business activities similar to those of the Issuer, the Eligible Lender Trustee
or the Indenture Trustee.
Section 12. Administrator Default. If any one of the following
events (each, an "Administrator Default") shall occur and be continuing:
(a) any failure by the Administrator to direct the Indenture Trustee
to make any required distributions from any of the Trust Accounts, which failure
continues unremedied for five (5) Business Days after written notice of such
failure is received by the Administrator from the Indenture Trustee or the
Eligible Lender Trustee or after discovery of such failure by an officer of the
Administrator; or
(b) any failure by the Administrator duly to observe or to perform
in any material respect any other covenants or agreements of the Administrator
set forth in this Agreement or any other Basic Documents, which failure shall
(i) materially and adversely affect the rights of Noteholders and (ii) continues
unremedied for a period of sixty (60) days after the date of discovery of such
failure by an officer of the Administrator or on which written notice of such
failure, requiring the same to be remedied, shall have been given (A) to the
Administrator by the Indenture Trustee or the Eligible Lender Trustee or (B) to
the Administrator and to the Indenture Trustee and the Eligible Lender Trustee
by the Noteholders, representing not less than 25% of the Outstanding Amount of
the Notes; or
(c) an Insolvency Event occurs with respect to the Administrator; or
(d) any representation or warranty made by the Administrator
hereunder or under any other Basic Document, or in any certificate furnished
hereunder or under any Basic Document, shall prove to be untrue or incomplete in
any material respect;
then, and in each and every case, so long as the Administrator Default shall not
have been remedied, either the Indenture Trustee, or the Noteholders evidencing
not less than 25% of the Outstanding Amount of the Notes, by notice then given
in writing to the Administrator (and to the Indenture Trustee, the Issuer, the
Eligible Lender Trustee and the Swap Counterparty if given by the Noteholders),
may terminate all the rights and obligations (other than the obligations set
forth in Section 24 hereof) of the Administrator under this Agreement. On or
after the receipt by the Administrator of such written notice, all authority and
power of the Administrator under this Agreement, whether with respect to the
Notes or the Financed Student Loans or otherwise, shall, without further action,
pass to and be vested in the Indenture Trustee or such successor Administrator
as may be appointed under Section 13; and, without limitation, the Indenture
Trustee and the Eligible Lender Trustee are hereby authorized and empowered to
execute and deliver, for the benefit of the predecessor Administrator, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination. The predecessor Administrator shall
cooperate with the successor Administrator, the Indenture Trustee, the Issuer
and the Eligible Lender Trustee in effecting the termination of the
responsibilities and rights of the predecessor Administrator under this
Agreement. All reasonable costs and expenses (including attorneys' fees and
expenses) incurred in connection with such transfer of responsibilities and
amending this Agreement to reflect such succession as Administrator pursuant to
this Section shall be paid by the predecessor Administrator upon presentation of
reasonable documentation of such costs and expenses. Upon receipt of notice of
the occurrence of an Administrator Default, the Eligible Lender Trustee shall
give notice thereof to the Rating Agencies and any Swap Counterparties.
Section 13. Appointment of Successor. (a) Upon receipt by the
Administrator of notice of termination pursuant to Section 12, or the
resignation by the Administrator in accordance with the terms of this Agreement,
the predecessor Administrator shall continue to perform its functions as
Administrator, in the case of termination, only until the date specified in such
termination notice or, if no such date is specified in a notice of termination,
until a successor Administrator has accepted and assumed the responsibilities of
the Administrator and, in the case of resignation, until the later of (x) the
date one hundred and twenty (120) days from the delivery to the Issuer, the
Eligible Lender Trustee and the Indenture Trustee of written notice of such
resignation (or written confirmation of such notice) in accordance with the
terms of this Agreement and (y) the date upon which the predecessor
Administrator shall become legally unable to act as Administrator as specified
in the notice of resignation and accompanying Opinion of Counsel. In the event
of termination hereunder of the Administrator, the Issuer shall appoint a
successor Administrator acceptable to the Indenture Trustee and the successor
Administrator shall accept its appointment by a written assumption in form
acceptable to the Indenture Trustee. In the event that a successor Administrator
has not been appointed at the time when the predecessor Administrator has ceased
to act as Administrator in accordance with this Section, the Indenture Trustee
without further action shall automatically be appointed the successor
Administrator and the Indenture Trustee shall be entitled to the Administration
Fee. Notwithstanding the above, the Indenture Trustee (with prior written notice
to any Swap Counterparties ) shall, if it shall be unwilling or legally unable
so to act, appoint or petition a court of competent jurisdiction to appoint, as
the successor to the Administrator under this Agreement and the Administration
Agreement, any established institution the regular business of which includes
the servicing or administration of student loans.
(b) Upon appointment, the successor Administrator (including the
Indenture Trustee acting as successor Administrator) shall be the successor in
all respects to the predecessor Administrator and shall be subject to all the
responsibilities, duties and liabilities placed on the predecessor Administrator
that arise thereafter or are related thereto and shall be entitled to an amount
agreed to by such successor Administrator (which shall not exceed the
Administration Fee unless the Swap Counterparties, if any, give their prior
written consent and such compensation arrangements will not result in a
downgrading of the Senior Notes or the Subordinate Notes by any Rating Agency),
and all the rights granted to the predecessor Administrator by the terms and
provisions of this Agreement.
(c) The Administrator may not resign unless it is prohibited from
serving as such by law as evidenced by an Opinion of Counsel to such effect
delivered to the Indenture Trustee, the Issuer and the Eligible Lender Trustee.
Notwithstanding the foregoing or anything to the contrary herein or in the Basic
Documents, the Indenture Trustee, to the extent it is acting as successor
Administrator pursuant hereto, shall be entitled to resign to the extent a
qualified successor Administrator has been appointed and has assumed all the
obligations of the Administrator in accordance with the terms of this Agreement
and the Basic Documents.
Section 14. Waiver of Past Defaults. The Noteholders of Notes
evidencing not less than a majority of the Outstanding Amount of the Notes may,
on behalf of all Noteholders, waive in writing any default by the Administrator
in the performance of its obligations hereunder and any consequences thereof,
except a default in making any required deposits to or payments from any of the
Trust Accounts (or giving instructions regarding the same) in accordance with
this Agreement. Upon any such waiver of a past default, such default shall cease
to exist, and any Administrator Default arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement to the extent provided in
such waiver. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereto.
Section 15. Notices. Any notice, report or other communication
given hereunder shall be in writing (or in the form of facsimile notice,
followed by written notice) and addressed as follows:
(a) if to the Issuer, to
SLC Student Loans Trust-I
c/o Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust Administration
Telephone: (000) 000-0000
(b) if to the Eligible Lender Trustee, to
Bankers Trust Company
000 Xxxxx Xxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: [___________________]
Telephone: [___________________]
Facsimile: [___________________]
(c) if to the Administrator, to
The Student Loan Corporation
000 Xxxxxxxxxx Xxxxxxxxx
0xx Xxxxx
Xxxxxxxx, XX 00000
Attention: [___________________]
Telephone: [___________________]
Facsimile: [___________________]
with a copy to
[_______________________]
[_______________________]
Attention: [___________________]
Telephone: [___________________]
Facsimile: [___________________]
(d) if to the Indenture Trustee, to
Bankers Trust Company
000 Xxxxx Xxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: [___________________]
Telephone: [___________________]
Facsimile: [___________________]
(e) if to any Swap Counterparties, to the address specified in any
Swap Agreements 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.
Section 16. Amendments. This Agreement may be amended from time to
time by a written amendment duly executed and delivered by the Issuer, the
Administrator, the Eligible Lender Trustee and the Indenture Trustee, with the
prior written consent of any Swap Counterparties, but without the consent of the
Noteholders, 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; provided, however, that such amendment
will not, in an Opinion of Counsel obtained on behalf of the Issuer and
satisfactory to the Indenture Trustee and the Eligible Lender Trustee,
materially and adversely affect the interest of any Noteholder. This Agreement
may also be amended by the Issuer, the Administrator, the Eligible Lender
Trustee and the Indenture Trustee with the prior written consent of any Swap
Counterparties and the Noteholders of at least a majority in the Outstanding
Amount of the 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 Noteholders; provided, however, that no
such amendment may (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments with respect to the
Financed Student Loans or distributions that are required to be made for the
benefit of the Noteholders or (ii) reduce the aforesaid percentage of the
Noteholders which are required to consent to any such amendment, without the
consent of all Outstanding Noteholders. 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.
Section 17. Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Section 13, 25 or 27 of this Agreement
concerning the resignation of the Administrator, this Agreement may not be
assigned by the Administrator.
Section 18. 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.
Section 19. 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.
Section 20. Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but one
and the same agreement.
Section 21. 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.
Section 22. Not Applicable to The Student Loan Corporation in Other
Capacities. Nothing in this Agreement shall affect any obligation The Student
Loan Corporation may have in any other capacity under any other Basic Documents.
Section 23. Liability of Administrator; Indemnities. The
Administrator shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Administrator under this Agreement.
The Administrator shall indemnify, defend and hold harmless the
Issuer the Eligible Lender Trustee, the Indenture Trustee, the Servicer, any
Swap Counterparties and the Noteholders and any of the officers, directors,
employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture
Trustee and the Servicer from and against any and all costs, expenses, losses,
claims, damages and liabilities to the extent that such cost, expense, loss,
claim, damage or liability arose out of, or was imposed upon any such Person
through, the negligence, willful misfeasance or bad faith of the Administrator
in the performance of its duties under this Agreement or by reason of reckless
disregard of its obligations and duties hereunder or thereunder.
The Administrator shall pay reasonable compensation to the Indenture
Trustee and shall reimburse the Indenture Trustee for all reasonable expenses,
disbursements and advances, and indemnify, defend and hold harmless the
Indenture Trustee and its officers, directors, employees and agents from and
against all costs, expenses, losses, claims, damages and liabilities, to the
extent and in the manner provided in, and subject to the limitations of, Section
7.05 of the Indenture.
For purposes of this Section, in the event of the termination of the
rights and obligations of the Administrator (or any successor thereto pursuant
to Section 25) as Administrator pursuant to Section 12 or a resignation by such
Administrator pursuant to this Agreement, such Administrator shall be deemed to
be the Administrator pending appointment of a successor Administrator pursuant
to Section 13.
Indemnification under this Section shall survive the resignation or
removal of the Eligible Lender Trustee or the Indenture Trustee or the
termination of this Agreement and shall include reasonable fees and expenses of
counsel and expenses of litigation. If the Administrator shall have made any
indemnity payments pursuant to this Agreement and the Person to or on behalf of
whom such payments are made thereafter collects any of such amounts from others,
such Person shall promptly repay such amounts to the Administrator, without
interest.
Section 24. Merger or Consolidation of, or Assumption of the
Obligations of, Administrator. Any Person (a) into which the Administrator may
be merged or consolidated, (b) which may result from any merger or consolidation
to which the Administrator shall be a party or (c) which may succeed to the
properties and assets of the Administrator substantially as a whole, shall be
the successor to the Administrator without the execution or filing of any
document or any further act by any of the parties to this Agreement; provided,
however, that the Administrator hereby covenants that it will not consummate any
of the foregoing transactions except upon satisfaction of the following: (i) the
surviving Administrator, if other than The Student Loan Corporation, executes an
agreement of assumption to perform every obligation of the Administrator under
this Agreement, (ii) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 1 shall have been breached
and no Administrator Default, and no event that, after notice or lapse of time
or both would become an Administrator Default, shall have occurred and be
continuing and (iii) the Administrator shall have delivered to the Eligible
Lender Trustee, the Indenture Trustee and any Swap Counterparties an Officers'
Certificate or an Opinion of Counsel stating that such consolidation, merger or
succession and such agreement of assumption comply with this Section and that
all conditions precedent, if any, provided for in this Agreement relating to
such transaction have been complied with, and that the Rating Agency Condition
shall have been satisfied with respect to such transaction.
Section 25. Limitation on Liability of Administrator and Others.
Neither the Administrator nor any of its directors, officers, employees or
agents shall be under any liability to the Issuer, the Noteholders, the
Indenture Trustee, the Eligible Lender Trustee or any Swap Counterparties,
except as provided under this Agreement, for any action taken or for refraining
from the taking of any action pursuant to this Agreement or for errors in
judgment; provided, however, that this provision shall not protect the
Administrator or any such person against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence in the
performance of its duties or by reason of reckless disregard of obligations and
its duties under this Agreement. The Administrator and any of its directors,
officers, employees or agents may rely in good faith on the advice of counsel or
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder.
Except as provided in this Agreement, the Administrator shall not be
under any obligation to appear in, prosecute or defend any legal action that
shall not be incidental to its duties to administer the Financed Student Loans
and the Trust in accordance with this Agreement, and that in its opinion may
involve it in any expense or liability; provided, however, that the
Administrator may undertake any reasonable action that it may deem necessary or
desirable in respect of this Agreement and the other Basic Documents and the
rights and duties of the parties to this Agreement and the Basic Documents and
the interests of the Noteholders under the Indenture.
Section 26. The Student Loan Corporation Not to Resign as
Administrator. Subject to the provisions of Section 25, The Student Loan
Corporation shall not resign from the obligations and duties imposed on it as
Administrator under this Agreement except upon determination that the
performance of its duties under this Agreement shall no longer be permissible
under applicable law or shall violate any final order of a court or
administrative agency with jurisdiction over The Student Loan Corporation or its
properties. Notice of any such determination permitting the resignation of The
Student Loan Corporation shall be communicated to the Eligible Lender Trustee,
the Indenture Trustee and any Swap Counterparties at the earliest practicable
time (and, if such communication is not in writing, shall be confirmed in
writing at the earliest practicable time) and any such determination shall be
evidenced by an Opinion of Counsel to such effect delivered to the Eligible
Lender Trustee, the Indenture Trustee and any Swap Counterparties concurrently
with or promptly after such notice. No such resignation shall become effective
until the Indenture Trustee or a successor Administrator shall have assumed the
responsibilities and obligations of The Student Loan Corporation in accordance
with Section 13.
Section 27. Limitation of Liability of Eligible Lender Trustee and
Indenture Trustee. (a) Notwithstanding anything contained herein to the
contrary, except as provided in subsection (b) hereof, this instrument has been
countersigned by the Issuer and Bankers Trust Company not in its individual
capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and
in no event shall Bankers Trust Company in its individual capacity 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.
(b) Notwithstanding any other provision in this Agreement or the
other Basic Documents, nothing in this Agreement or the other Basic Documents
shall be construed to limit the legal responsibility of the Eligible Lender
Trustee or the Indenture Trustee, to the U.S. Secretary of Education or a
Guarantor for any violations of statutory or regulatory requirements that may
occur with respect to loans held by the Eligible Lender Trustee or the Indenture
Trustee pursuant to, or to otherwise comply with their obligations under, the
Higher Education Act or implementing regulations.
Section 28. Third-Party Beneficiaries. The Noteholders and any Swap
Counterparties are third-party beneficiaries to this Agreement and are entitled
to the rights and benefits hereunder and may enforce the provisions hereof as if
they were parties hereto; provided, however, that in the case of any Swap
Counterparty, such right to enforcement and the right to provide consents or
waivers pursuant to the provisions hereof or to take other actions as provided
herein are conditioned upon its not being in default under its Swap Agreement.
Section 29. Consents. With respect to any action to be taken
hereunder that requires the consent of a party hereto or of the Owner Trustee or
the Indenture Trustee, such consent shall not be unreasonably withheld, delayed
or conditioned.
[Signatures Follow on Next Page]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.
SLC STUDENT LOAN TRUST-I
By: WILMINGTON TRUST COMPANY, not
in its individual capacity but
solely as Owner Trustee
By: ________________________________
Name:
Title:
THE STUDENT LOAN CORPORATION, as
Administrator
By: ____________________________________
Name:
Title:
Acknowledged and Agreed by:
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as
Owner Trustee
By: ____________________________________
Name:
Title:
BANKERS TRUST COMPANY, not in its
individual capacity but solely as
Indenture Trustee
By: ________________________________
Name:
Title:
POWER OF ATTORNEY
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
KNOW ALL MEN BY THESE PRESENTS, Issuer and Bankers Trust Company, a
New York banking corporation, not in its individual capacity but solely as
eligible lender trustee ("Eligible Lender Trustee"), do hereby make, constitute
and appoint The Student Loan Corporation, as Administrator under the
Administration Agreement (as defined below), and its agents and attorneys, as
Agents and Attorneys-in-Fact to execute on behalf of the Trust or the Eligible
Lender Trustee all such documents, reports, filings, instruments, certificates
and opinions as it should be the duty of the Trust and the Eligible Lender
Trustee to prepare, file or deliver pursuant to the Basic Documents (as defined
in the Administration Agreement), including without limitation, to appear for
and represent the Trust and the Eligible Lender Trustee in connection with the
preparation, filing and audit of any federal, state and local tax returns
pertaining to the Trust, and with full power to perform any and all acts
associated with such returns and audits that the Issuer or the Eligible Lender
Trustee could perform, including without limitation, the right to distribute and
receive confidential information, defend and assert positions in response to
audits, initiate and defend litigation, and to execute waivers of restriction on
assessments of deficiencies, consents to the extension of any statutory or
regulatory time limit, and settlements. For the purpose of this Power of
Attorney, the term "Administration Agreement" means the Administration Agreement
dated as of ______ __, 2002, among the Trust, The Student Loan Corporation, as
Administrator, and Bankers Trust Company, as Indenture Trustee, as such may be
amended from time to time.
All powers of attorney for this purpose heretofore filed or executed
by Owner Trustee are hereby revoked.
EXECUTED as of the [_______] day of ______.
SLC STUDENT LOAN TRUST-I
By: WILMINGTON TRUST COMPANY, not
in its individual capacity but
solely as Owner Trustee
By: _______________________________
Name:
Title:
BANKERS TRUST COMPANY, not in its
individual capacity but solely as
Eligible Lender Trustee
By: __________________________________
Name:
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
Before me, the undersigned authority, on this day personally
appeared [____________________________] known to me to be the person whose name
is subscribed to the foregoing instrument, and acknowledged to me that such
person signed the same for the purposes and considerations therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this [_____] day of [______].
______________________________________________
Notary Public in and for the State of New York
______________________________________________
Printed Name of Notary Public
[SEAL]
My commission expires:
______________________________
EXHIBIT B
Form of Noteholders' Statement
[To Come]
EXHIBIT C
Form of Swap Agreements
[To Come]
APPENDIX A
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 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
[Remain subject to further revision]
"Act" means the Higher Education Act of 1965, as amended or
supplemented from time to time, or any successor federal act and all
regulations, directives, bulletins, and guidelines promulgated from time to time
thereunder.
["Additional Fundings" means any withdrawals from the Prefunding
Account for any of the purposes set forth in Section 2(f) of the Administration
Agreement.]
"Additional Guarantor" means a Federal Guarantor (other than an
Initial Guarantor) of a Financed Student Loan (other than an Initial Financed
Student Loan) which has entered into a guarantee agreement with the Eligible
Lender Trustee.
"Add-on Consolidation Loan" means a Student Loan, the principal
balance of which is added to an existing Consolidation Loan within 180 days from
the date that the existing Consolidation Loan was made, as required by the
Higher Education Act.
"Add-on Period" means the period starting on the Closing Date and
ending on the date that is 90 days from the date that the last Consolidation
Loan was transferred to the Trust.
"Administration Agreement" means the Administration Agreement dated
as of ____ _, 2002, among the Issuer, the Owner Trustee, the Administrator, the
Eligible Lender Trustee and the Indenture Trustee.
"Administration Fee" means [__________].
"Administrator" means The Student Loan Corporation, a Delaware
corporation, in its capacity as administrator of the Issuer and the Financed
Student Loans.
"Administrator Default" shall have the meaning set forth in Section
12 of the Administration Agreement.
"Administrator's Certificate" means an Officers' Certificate of the
Administrator delivered pursuant to Section 2(b)(ii) of the Administration
Agreement.
"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.
"Authorized Officer" means (i) with respect to the Issuer, any
officer of the Owner Trustee who is authorized to act for the Owner 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 Owner Trustee to
the Indenture Trustee on the Closing Date (as such list may be modified or
supplemented from time to time thereafter) and (ii) with respect to the
Depositor, the Seller, the Servicer and the Administrator, any officer or other
authorized representative of the Seller, the Servicer or the Administrator,
respectively, who is authorized to act for the Depositor, the Seller, the
Servicer or the Administrator, respectively, in matters relating to itself or to
the Issuer and to be acted upon by the Depositor, the Seller, the Servicer or
the Administrator, respectively, pursuant to the Basic Documents and who is
identified on the list of Authorized Officers delivered by the Depositor, the
Seller, the Servicer and the Administrator, respectively, to the Indenture
Trustee on the Closing Date (as such list may be modified or supplemented from
time to time thereafter).
"Basic Documents" means the Trust Agreement, the Indenture, any
Supplemental Indentures, the Loan Sale and Contribution Agreements, the
Servicing Agreement, the Sub-Servicing Agreement, if any, the Administration
Agreement, the Custody Agreement, the Guarantee Agreements, any Swap Agreement
and other documents and certificates delivered in connection with any thereof.
"Book-Entry Note" means a beneficial interest in the Senior Notes
and the Subordinate Notes, ownership and transfers of which shall be made
through book entries by a Clearing Agency as described in Section 2.10 of the
Indenture.
"Borrower" means an individual who is the maker of a Borrower Note
and who obtains a Student Loan from an "eligible lender" in accordance with the
Higher Education Act and the policies and procedures of a Guarantor.
"Borrower Note" means a promissory note of a Borrower for a Student
Loan set forth on the appropriate form furnished by the Guarantor which Borrower
Note meets the criteria set forth by the Higher Education Act and the policies
and procedures of the Guarantor.
"Business Day" means any day other than (i) a Saturday or a Sunday,
or (ii) a day on which banking institutions or trust companies in the States of
New York, Minnesota or in the city in which the Corporate Trust Office of the
Indenture Trustee is located are authorized or obligated by law, regulation or
executive order to remain closed.
"Business Trust Statute" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code ss. 3801 et seq., as the same may be amended from
time to time.
"Certificate of Trust" means the Certificate of Trust in the form of
Exhibit A to the Trust Agreement to be filed for the Trust pursuant to Section
3810(a) of the Business Trust Statute.
"Closing Date" means the date of issuance of a series of Notes under
the Indenture.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time, and Treasury Regulations promulgated thereunder.
"Collateral" means the assets pledged as security under the
Indenture.
"Commission" means the Securities and Exchange Commission.
"Consolidation Fee" means any Federal Origination Fee, Monthly
Rebate Fee or similar fee payable to the Department relating to the origination
or ownership of Consolidation Loans.
"Consolidation Loan" means a Student Loan made pursuant to the
Higher Education Act to consolidate the Borrower's obligations under various
federally authorized student loan programs into a single loan, as supplemented
by the addition of any related Add-on Consolidation Loans.
"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
at the Closing Date is located at [_______], Attention: [_______] (telephone:
[_______]; facsimile: [_______]) or at such other address as the Indenture
Trustee may designate from time to time by notice to the Noteholders and the
Depositor, 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 Depositor) and (ii) with respect to the Eligible Lender
Trustee, the principal corporate trust office of the Eligible Lender Trustee
located at [_______] Attention: [_______] (telephone: [_______]; facsimile:
[_______]) or at such other address as the Eligible Lender Trustee may designate
by notice to the Depositor or the principal corporate trust office of any
successor Eligible Lender Trustee (the address of which the successor Eligible
Lender Trustee will notify the Depositor.
"Custodian" means Servicer or Subservicer in its capacity as
custodian of the Borrower Notes or any permitted successor Custodian.
"Default" means any occurrence that is, or with notice or the lapse
of time or both would become, an Event of Default.
"Deferral" means the period defined by the Higher Education Act and
the policies of the related Guarantor during which a Borrower (in Repayment) is
entitled to postpone making payments upon the submission of appropriate
documentation.
"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 and are susceptible of physical delivery ("Physical
Property"):
(i) transfer of possession thereof to the Indenture Trustee,
endorsed to, or registered in the name of, the Indenture Trustee or
its nominee or endorsed in blank;
(b) with respect to a certificated security:
(i) delivery thereof in bearer form to the Indenture Trustee;
or
(ii) delivery thereof in registered form to the Indenture
Trustee; and
(A) the certificate is endorsed to the Indenture Trustee
or in blank by effective endorsement; or
(B) the certificate is registered in the name of the
Indenture Trustee, upon original issue or registration of
transfer by the issuer;
(c) with respect to an uncertificated security:
(i) the delivery of the uncertificated security to the
Indenture Trustee; or
(ii) the issuer has agreed that it will comply with
instructions originated by the Indenture Trustee without further
consent by the registered owner;
(d) with respect to any security 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:
(i) a Federal Reserve Bank by book entry credits the
book-entry security to the securities account (as defined in 31 CFR
Part 357) of a participant (as defined in 31 CFR Part 357) which is
also a securities intermediary; and
(ii) the participant indicates by book entry that the
book-entry security has been credited to the Indenture Trustee's
securities account;
(e) with respect to a security entitlement:
(i) the Indenture Trustee becomes the entitlement holder; or
(ii) the securities intermediary has agreed that it will
comply with entitlement orders originated by the Indenture Trustee;
(f) without further consent by the entitlement holder; for the
purpose of clauses (b) and (c) hereof "delivery" means:
(i) with respect to a certificated security:
(A) the Indenture Trustee acquires possession thereof;
(B) another person (other than a securities
intermediary) either acquires possession thereof on behalf of
the Indenture Trustee or, having previously acquired
possession thereof, acknowledges that it holds for the
Indenture Trustee; or
(C) a securities intermediary acting on behalf of the
Indenture Trustee acquires possession of thereof, only if the
certificate is in registered form and has been specially
endorsed to the Indenture Trustee by an effective endorsement;
(ii) with respect to an uncertificated security:
(A) the issuer registers the Indenture Trustee as the
registered owner, upon original issue or registration of
transfer; or
(B) another person (other than a securities
intermediary) either becomes the registered owner thereof on
behalf of the Indenture Trustee or, having previously become
the registered owner, acknowledges that it holds for the
Indenture Trustee;
(g) for purposes of this definition, except as otherwise indicated,
the following terms shall have the meaning assigned to each such term in
the UCC:
(i) "certificated security"
(ii) "effective endorsement"
(iii) "entitlement holder"
(iv) "instrument"
(v)"securities account"
(vi) "securities entitlement"
(vii) "securities intermediary"
(viii) "uncertificated security"
(h) in each case of Delivery contemplated herein, the Indenture
Trustee shall make appropriate notations on its records, and shall cause
same to be made of the records of its nominees, indicating that securities
are held in trust pursuant to and as provided in this Agreement.
"Department" means the United States Department of Education, an
agency of the Federal government.
"Depositor" means SLC Student Loan Receivable I, Inc.
"Determination Date" means, with respect to any Monthly Payment
Date, the [third] Business Day preceding such Monthly Payment Date.
"Educational Institution" means any institution of higher education
that participates in the guaranteed loan programs authorized by Title IV of the
Higher Education Act and which is deemed eligible by a Guarantor to participate
in such Guarantor's program.
"Eligible Deposit Account" means either (a) a segregated account
with a depository institution organized under the laws of the United States of
America or any one of the states thereof or the District of Columbia (or any
domestic branch of a foreign bank), which has either a long-term unsecured debt
rating, a short-term unsecured debt rating or certificate of deposit rating
acceptable to the rating agencies, and whose deposits are insured by the Federal
Deposit Insurance Corporation; 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 thereof or the District
of Columbia (or any domestic branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in the account, so long as any
unsecured notes of the depository institution have an investment grade credit
rating from each rating agency.
"Eligible Investments" means book-entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form which evidence:
(a) direct obligations of, and obligations fully guaranteed as to
timely payment by, the United States of America;
(b) demand deposits, time deposits or certificates of deposit of any
depository institution or trust company incorporated under the laws of the
United States of America or any State (or any domestic branch of a foreign
bank) and subject to supervision and examination by Federal or state
banking or depository institution authorities (including depository
receipts issued by any such institution or trust company as custodian with
respect to any obligation referred to in clause (a) above or portion of
such obligation for the benefit of the holders of such depository
receipts); provided, however, that at the time of the investment or
contractual commitment to invest therein (which shall be deemed to be made
again each time funds are reinvested following each Monthly Payment Date),
the commercial paper or other short-term senior unsecured debt obligations
(other than such obligations the rating of which is based on the credit of
a Person other than such depository institution or trust company) thereof
shall have a credit rating from each of the Rating Agencies in the highest
investment category granted thereby;
(c) commercial paper having, at the time of the investment or
contractual commitment to invest therein, a rating from each of the Rating
Agencies in the highest investment category granted thereby;
(d) investments in money market funds having a rating from each of
the Rating Agencies in the highest investment category granted thereby
(including funds for which the Indenture Trustee, the Servicer or the
Eligible Lender Trustee or any of their respective Affiliates is
investment manager or advisor);
(e) bankers' acceptances issued by any depository institution or
trust company referred to in clause (b) above;
(f) repurchase obligations with respect to any security that is a
direct obligation of, or fully guaranteed by, the United States of America
or any agency or instrumentality thereof the obligations of which are
backed by the full faith and credit of the United States of America, in
either case entered into with a depository institution or trust company
(acting as principal) described in clause (b) above;
(g) any other investment permitted by each of the Rating Agencies as
set forth in a writing delivered to the Indenture Trustee.
No obligation will be considered to be rated in the highest
investment category if it has an "r" highlighter affixed to its rating.
Fitch shall be considered to be a "Rating Agency" for the purpose of
assessing the eligibility hereunder of any investment pursuant to clause (b),
(c), (d), (e), and (f) only if Fitch is providing a rating which can be used,
pursuant to the terms of the applicable clause, to assess such investment.
"Eligible Lender Trustee" means Bankers Trust Company, a New York
banking association, not in its individual capacity but solely as Eligible
Lender Trustee under the Eligible Lender Trust Agreement.
"Event of Default" has the meaning specified in Section 6.01 of the
Indenture.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Federal Guarantor" means a state or private non-profit guarantor
that guarantees the payment of principal of and interest on any of the Financed
Student Loans, which agency is reinsured by the Department under the Higher
Education Act for between (x) 80% and 100% of the amount of default claims paid
by such Federal Guarantor for a given federal fiscal year for loans disbursed
prior to October 1, 1993, for 78% to 98% of default claims paid for loans
disbursed on or after October 1, 1993 but prior to October 1, 1998 any (y) 75%
to 95% of the amount of default claims paid to by such Federal Guarantor for a
given federal fiscal year for loans disbursed on or after October 1, 1998 and
for 100% of death, disability, bankruptcy, closed school and false certification
claims paid.
"Financed Student Loans" means (1) Student Loans that, as of any
date of determination, have been conveyed to the Issuer; (2) any Student Loans
that the principal balance of which is increased by the principal balance of any
related Add-on Consolidation Loan; and (3) any Qualified Substitute Student
Loans conveyed to the Issuer as provided in Section 6 of the Loan Sale and
Contribution Agreement.
"Fitch" means Fitch, Inc. or any successor thereto.
"Grace" means the initial period following reduction by the student
Borrower to less than the minimum course load required by the Higher Education
Act, during which the student Borrower is not required to make payments on the
principal amount of the Borrower Note(s).
"Guarantee Agreement" means each agreement to guarantee Student
Loans entered into by the Eligible Lender Trustee on behalf of the Trust with a
Guarantor.
"Guarantee Payment" means any payment made by a Guarantor pursuant
to a Guarantee Agreement in respect of a Student Loan.
"Guarantor" means the Initial Guarantors and any Additional
Guarantors.
"Higher Education Act" means the Higher Education Act of 1965, as
amended, together with any rules, regulations and interpretations thereunder.
"Indenture" means the Indenture dated as of [____], 2002, among the
Issuer, the Eligible Lender Trustee and the Indenture Trustee, as amended and
supplemented from time to time.
"Indenture Trust Estate" means all money, instruments, rights and
other property that are subject or intended to be subject to the lien and
security interest of the Indenture for the benefit of the Noteholders (including
all property and interests Granted to the Indenture Trustee), including all
proceeds thereof.
"Indenture Trustee" means Bankers Trust Company, a New York banking
association, not in its individual capacity but solely as Indenture Trustee
under the Indenture.
"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 Seller 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 Seller or any Affiliate of
any of the foregoing Persons and (c) is not connected with the Issuer, any such
other obligor, the Seller or any Affiliate of any of the foregoing Persons as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.
"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 sixty 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.
"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.
"Issuer" means SLC Student Loan Trust-I, until a successor replaces
it and, thereafter, means the successor and, for purposes of any provision
contained in the Indenture and required by the TIA, each other obligor on the
Notes.
"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.
"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 Student Loan by operation of law as a result of any act
or omission by the related Obligor.
"Loan Sale and Contribution Agreement" means the agreement dated as
of ______ __, 2002 among the Seller, the Depositor and the Eligible Lender
Trustee; and the separate agreement dated as of ______ __, 2002 among the
Depositor, the Eligible Trustee and the Issuer.
"Monthly Payment Date" means the [twenty-eighth] day of each month
(or, if any such date is not a Business Day, on the next succeeding Business
Day) commencing [_______].
"Moody's" means Xxxxx'x Investors Service, Inc.
"91-Day Treasury Bills" means direct obligations of the United
States with a maturity of thirteen weeks.
"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
Clearing Agency, or on the books of a Person maintaining an account with such
Clearing Agency (directly as a Clearing Agency Participant or as an indirect
participant, in each case in accordance with the rules of such Clearing Agency).
"Noteholder" means the Person in whose name a Note is registered.
"Notes" means, collectively, the Senior and the Subordinate Notes.
"Obligor" on a Student Loan means the borrower or co-borrowers of
such Student Loan and any other Person who owes payments in respect of such
Student Loan, including the Guarantor thereof and, with respect to any Interest
Subsidy Payment or Special Allowance Payment, if any, thereon, the Department.
"Officers' Certificate" means (i) in the case of the Issuer, a
certificate signed by any two Authorized Officers of the Issuer, under the
circumstances described in, and otherwise complying with, the applicable
requirements of Section [___] of the Indenture, and delivered to the Indenture
Trustee and (ii) in the case of the Seller, the Servicer or the Administrator, a
certificate signed by any two Authorized Officers of the Seller, the Servicer or
the Administrator, as appropriate.
"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 Indenture, be employees of or counsel to the Issuer and who shall be
satisfactory to the Indenture Trustee, and which opinion or opinions shall be
addressed to the Indenture Trustee as Indenture Trustee and shall be in form and
substance satisfactory to the Indenture Trustee and (ii) with respect to the
Seller, the Administrator, the Servicer or a Federal Guarantor, one or more
written opinions of counsel who may be an employee of or counsel to the Seller,
the Administrator, the Servicer or such Federal Guarantor, which counsel shall
be acceptable to the Indenture Trustee, the Eligible Lender Trustee or the
Rating Agencies, as applicable.
"Outstanding Amount" or "Outstanding" means the aggregate principal
amount of all Notes Outstanding at the date of determination.
"Owner Trustee" means the Wilmington Trust Company.
"Person" means any individual, corporation, estate, partnership,
joint venture, limited liability company, limited liability partnership,
association, joint stock company, trust (including any beneficiary thereof),
unincorporated organization or government or any agency or political subdivision
thereof.
"Proceeding" means any suit in equity, action at law or other
judicial or administrative proceeding.
"Program Expenses" [ ]
"Qualified Substitute Student Loan" means a Student Loan that (i)
was originated under the same loan program and is guaranteed by a Guarantor and
entitles the holder thereof to receive interest based on the same interest rate
index as the related disqualified Student Loan for which it is to be
substituted, and (ii) will not, at any level of such interest rate index, have
an interest rate that is less than that of such disqualified Student Loan.
"Rating Agency" means Xxxxx'x, S&P 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 Seller, 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 ten days' prior notice thereof and that
each of the Rating Agencies shall have notified the Seller, the 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 rating of the Notes.
"Record Date" means, with respect to a Monthly Payment Date the
close of business on the [twenty-seventh] day of the calendar month in which
such Monthly Payment Date occurs (whether or not such date is a Business Day).
"Repayment" means the period of time during which a Borrower is
required to make installment payments to repay the aggregate principal amount
plus accrued interest of all amounts borrowed by virtue of the Borrower Note(s)
executed by such Borrower.
"Reserve Fund" means the account designated as such, established and
maintained pursuant to Section 2(c) of the Administration Agreement, which shall
be an Eligible Deposit Account.
"Revenue Fund" as defined in Section 2(c) of the Administration
Agreement.
"S&P" means Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, Inc.
"Secretary" means the Secretary of the Department, or any
predecessor or successor to the functions thereof under the Higher Education
Act.
"Securities Act" means the federal Securities Act of 1933, as
amended.
"Seller" means The Student Loan Corporation, in its capacity as
seller of the Financed Student Loans under the Loan Sale and Contribution
Agreement (Seller to Depositor).
"Senior Notes" means all series of Class A Notes issued pursuant to
the Indenture.
"Servicer" means The Student Loan Corporation, in its capacity as
servicer of the Financed Student Loans or any permitted successor Servicer,
under the Servicer Agreement..
"Servicer Default" means an event specified in Section 10 of the
Servicing Agreement.
"Servicing Agreement" means the Servicing Agreement dated as of
[_______], among the Issuer, the Servicer, the Depositor and the Eligible Lender
Trustee.
"Servicing Fee" has the meaning specified in Section 3.06 of the
Servicing Agreement.
"Special Allowance Monthly 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.
"Student Loan" means an agreement to repay a disbursement of money
to or on behalf of an eligible student, evidenced by a Borrower Note and
guaranteed in accordance with the policies and procedures of the Guarantor.
"Subordinate Note" means all the series of Class B Note issued
pursuant to the Indenture.
"Subordinate Noteholder" means the Noteholder of a Subordinate Note.
"Subservicer" means any subservicer appointed in accordance with the
Servicing Agreement.
"Subservicing Agreement" means any agreement entered into between
the Servicer and a Subservicer containing the terms under which the Subservicer
shall service, and otherwise act with respect to, all or certain of the Financed
Student Loans.
"Supplemental Indenture" means an agreement supplemental to the
Indenture, executed pursuant to Article VIII of the Indenture.
"Swap Agreement" means any interest rate swap agreement, entered
into by the Trust with a Swap Counterparty document according to a 1992 ISDA
Master Agreement (or any subsequent version substantially in the same form as
the 1992 version) (Multicurrency-Cross Border) and any replacement Swap
Agreement in accordance with the Basic Documents.
"Swap Counterparty" means any swap counterparty appointed in
accordance with the terms of a Swap Agreement.
"Termination Event" has the meaning specified in each Swap
Agreement, if any.
"Termination Payment" has the meaning specified in each Swap
Agreement, if any.
"Transfer Date" means the day fixed for the transfer of any Student
Loans by the Depositor to the Issuer pursuant to Loan Sale and Contribution
Agreement.
"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 Fund and the Revenue Fund and
all proceeds of the foregoing.]
"Trust Accounts" has the meaning specified in Section 2(c) of the
Administration Agreement.
"Trust Agreement" means the Trust Agreement dated as of ______ __,
2002, between the Depositor and the Owner Trustee.
["Trust Estate" means all right, title and interest of the Trust (or
the Eligible Lender Trustee on behalf of the Trust) in and to the property and
rights assigned to the Trust pursuant to Section 2 of the Loan Sale and
Contribution Agreement all funds on deposit from time to time in the Trust
Accounts and all other property of the Trust from time to time, including any
rights of the Eligible Lender Trustee and the Trust pursuant to the Loan Sale
and Contribution Agreement, the Servicing Agreement and the Administration
Agreement.]
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force on the date hereof, unless otherwise specifically provided.
"UCC" means, unless the context otherwise requires, the Uniform
Commercial Code, as in effect in the relevant jurisdiction, as amended from time
to time.
