Exhibit No. 10.3
ASSIGNMENT AND ACCEPTANCE AGREEMENT
THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Agreement") is
dated as of September 1, 1998 and is by and among Norwest Bank Minnesota,
National Association, a national banking association (the "Original Trustee"),
Zions First National Bank, a national banking association (the "Successor
Trustee"), and Union Financial Services-1, Inc., a Nevada corporation (the
"Issuer").
WITNESSETH:
WHEREAS, the Issuer has previously issued its Taxable Student
Loan Asset-Backed Notes, Series 1996A, Series 1996B, Series 1996C and Series
1997A (the "Notes") all pursuant to that certain Indenture of Trust, dated as of
March 1, 1996, as amended and supplemented by the Amended and Restated Indenture
of Trust dated as of June 15, 1996, the Second Amended and Restated Indenture of
Trust dated as of November 1, 1996, the First Supplement to Second Amended and
Restated Indenture of Trust dated as of March 1, 1997, and the Series 1997A
Supplemental Indenture of Trust dated as of March 1, 1997, (as amended and
supplemented, the "Indenture"), between the Issuer and the Original Trustee, as
trustee for the owners of the Notes (the "Noteholders"); and
WHEREAS, pursuant to ss.7.10 of the Indenture, the Issuer has
given written notice by registered first-class mail to the Original Trustee of
its removal as Trustee, Paying Agent and Registrar under the Indenture; and
WHEREAS, pursuant to the ss.7.10 of the Indenture, the removal of
the Original Trustee as "Trustee," "Paying Agent" and "Registrar" under the
Indenture shall take effect upon the appointment of and acceptance by the
Successor Trustee of such duties; and
WHEREAS, nothing herein is intended to be or shall constitute a
release, cancellation or extinguishment of the obligations, rights and duties of
any party (other than the Original Trustee to the extent provided herein) under
the Notes or the Indenture, but such obligations, rights and duties shall
continue in full force and effect, as modified and amended by this Agreement;
and
WHEREAS, this Agreement shall in no way be construed as a
novation of the Notes or the Indenture, but shall constitute merely a
modification thereof to provide a new Trustee.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinbelow set forth, the parties hereto certify and agree as
follows:
Section 1. The Original Trustee hereby assigns, conveys and
transfers all of its estates, properties, rights, powers, trusts, duties and
obligations held pursuant to and in connection with the Indenture to the
Successor Trustee, and pursuant to said written notice of removal resigns as
Trustee, Paying Agent and Registrar under the Indenture and shall no longer be
liable as Trustee, Paying Agent and Registrar except for any liability resulting
from its past negligence or willful misconduct, and shall immediately assign,
transfer and deliver to the Successor Trustee all securities and moneys held by
the Original Trustee under the Indenture (except for any investments to be held
by the Original Trustee as custodian for the benefit of the Successor Trustee as
set forth in Exhibit A hereto, until such investments are delivered to the
Successor Trustee), together with an accounting of the balances held by it
thereunder.
Section 2. The Successor Trustee represents and covenants that it
(a) is a national banking association in good standing, organized and doing
business under the laws of the United States of America, authorized under such
laws to execute and exercise corporate trust powers, subject to supervision or
examination by federal and state authority and qualified to act as a Trustee,
Paying Agent and Registrar under the Indenture, (b) has capital and surplus
aggregating at least $50,000,000, (c) is an "eligible lender" under the Act, and
(d) specifically meets the requirements of the Indenture, including but not
limited to, xx.xx. 7.11, 7.18 and 7.19 of the Indenture.
Section 3. The Successor Trustee hereby accepts appointment as
Trustee, Paying Agent and Registrar under the Indenture, and agrees to assume
the estates, properties, rights, powers, trusts, duties and obligations of the
Original Trustee under the Indenture and, as successor to the Original Trustee,
under (a) the Escrow Agreement, dated as of March 1, 1997, by and between the
Issuer and the Original Trustee, and (b) all other agreements and instruments
executed by the Original Trustee in connection with its duties under the
Indenture. The Successor Trustee shall assume no responsibility for any
liability caused by the past negligence or willful misconduct of the Original
Trustee.
Section 4. The Successor Trustee shall immediately mail by
registered, first-class mail the following notice to the Calculation Agent, the
Servicer, the Subservicer and the Rating Agency (as such terms are defined in
the Indenture), and, by first-class mail, to the Noteholders:
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(Form of Notice)
UNION FINANCIAL SERVICES-1, INC.
TAXABLE STUDENT LOAN ASSET-BACKED NOTES
SERIES 1996A, B AND C
SERIES 1997A
NOTICE IS HEREBY GIVEN that Norwest Bank Minnesota, National
Association, is no longer Trustee, Paying Agent or Registrar for the Note issues
captioned above (the "Notes"). Zions First National Bank has accepted
appointment as Trustee, Paying Agent and Registrar and has assumed the estates,
properties, rights, powers, trusts, duties and obligations as Trustee, Paying
Agent and Registrar under the Indenture relating to the Notes.
DATED September 1, 1998
(End of Form of Notice)
Section 5. The Original Trustee hereby covenants to execute and
deliver all other necessary documents, instruments and certificates to
facilitate the appointment of the Successor Trustee as Trustee, Paying Agent and
Registrar under the Indenture.
Section 6. This Agreement shall constitute the instrument in
writing referred to in ss.7.12 of the Indenture pursuant to which the Successor
Trustee accepts appointment as successor trustee under the Indenture.
Section 7. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
Section 8. This Agreement shall be binding upon and inure to the
benefit of the parties named herein and their respective successors and
permitted assigns.
Section 9. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Nevada without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Nevada or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Nevada.
Section 10. No amendment of any provision of this Agreement shall
be valid unless the same shall be in writing and signed by the parties hereto.
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Section 11. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
Section 12. The Exhibits identified in this Agreement are
incorporated herein by reference and made a part hereof.
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IN WITNESS WHEREOF, the parties hereto have each caused this
Agreement to be executed by their duly authorized officers and their seals to be
hereunto affixed and attested as of the date first written above.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Original
Trustee
Attest:
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
By: /s/ Xxxx X. Xxxx Title: Corporate Trust Officer
-------------------------
Title: Assistant Vice President
ZIONS FIRST NATIONAL BANK,
as Successor Trustee
Attest:
By: /s/ Xxxxx Xxxx
----------------------------
By: /s/ Xxxxx X. Xxxxx Title: Vice President and Trust Officer
Title: Assistant Vice President
UNION FINANCIAL SERVICES-1,
INC., as Issuer
Attest:
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
----------------------------
By: /s/ Xxxxxx X. Page Xxxxxxx X. Xxxxxxxxxxx, President
--------------------
Xxxxxx X. Page, Secretary
EXHIBIT A
INVESTMENTS HELD BY ORIGINAL TRUSTEE
AS CUSTODIAN FOR SUCCESSOR TRUSTEE
